Dealmaker of the Week: Marilyn French of Weil, Gotshal & Manges

DAILY AUGUST 10, 2011 Dealmaker of the Week: Marilyn French of Weil, Gotshal & Manges Posted by Tom HuddlestonWhen used Jr. in the header, doesn’t need a line Marilyn French DEALMAKER DAILY COLOR #696969 French says her own relationship with Advent dates to 2006, when she Marilyn French, 46, aAMLAW corporate partner COLOR in the #D72027 Boston office of Weil, worked on the private equity shop’s takeover of a chemicals unit formerly Gotshal & Manges. owned by Celanese Corporation. Since then, she has advised Advent on THE CLIENT several deals, including this year’s $3 billion acquisition (with GS Capital Boston-based private equity firm Advent International. Partners) of consumer credit reporter TransUnion Corp. Over the past THE DEAL few years, French says, Advent has kept the firm very busy “working on Advent said Sunday that it will purchase a majority stake in AOT a number of their transactions, doing everything in the retail, energy, Bedding Super Holdings, the parent company of mattress-makers Serta and financial services industry.” Simmons. ON CLOSING THE DETAILS Familiarity was the key to moving quickly through the deal’s auction Financial terms of the transaction were not disclosed, but Advent is process to getting an agreement signed, French says. reportedly paying roughly $3 billion, according to The New York Times, In addition to her history of working on Advent transactions, French has which cited an anonymous source. (French declined to comment on the also worked closely with some of the parties on the other side of the table. deal’s terms.) Current investors Ares Management and the Ontario Teachers’ French advised THL on its 2003 acquisition of Simmons, and also handled Pension Plan (OTPP) are selling the chunk of AOT being acquired by Simmons’s sale out of bankruptcy to Ares and OTPP. As a result, she had Advent in the transaction, but each will retain “a significant equity stake” in a good relationship with Simmons general counsel Kristen McGuffey, who the company, according to Advent’s announcement of the deal. was leading the in-house team on the target company’s side of the matter. The size of Advent’s stake was also not disclosed. The deal is expected to Advent had been eyeing a stake in AOT for some time, French close in the fourth quarter. says, but didn’t get Weil involved in the mattress-shopping plans until THE BIG PICTURE the beginning of July. At that point, French put together a Weil team The Chicago Tribune reports that the deal would instantly make Advent that included attorneys in Boston, Dallas, New York, Silicon Valley, the country’s largest mattress manufacturer, as Serta and Simmons are and Washington, D.C., and spent the rest of the month performing due responsible for a combined 30 percent of all U.S. mattress sales. While the diligence on the target and preparing a bid for the auction process. “We mattress market has not yet seen its revenues return to prerecession levels, started really digging in the first week of July, with the final bids due July Advent nonetheless faced plenty of competition for the stake. The New 30,” French says. York Times notes that the buyer outbid rivals including Berkshire Partners French says that she and her team learned on July 31 that Advent had and Bain Capital in the auction process that led to the acquisition. made the auction’s final round and that the firm had until the next day, The deal comes just two years after Ares and OTPP bought Simmons August 1, to present its client’s final offer: “We huddled with Advent . to out of bankruptcy from Thomas H. Lee Partners for $760 million—and do a redraft of the merger agreement to give the best position that we could seven years after the duo acquired Serta. The 2010 sale of Simmons marked give while still, obviously, protecting Advent.” the seventh time the mattress company had changed hands during a nearly Once that offer was accepted, French says, the negotiating parties quickly 20-year period, as a string of buyout firms managed to turn a profit from moved toward the signing that took place on Saturday, August 4, the day Simmons even as it sunk deeper into debt, the Times previously reported. before the deal was announced to the public. “Auctions are always very THE BACKSTORY quick,” she says. “But this was really a good feat to get from submitting final Weil is a longtime outside counsel to Advent, with the relationship bids to signing a deal in a week time frame.” getting its start in the law firm’s London office before drawing in Boston- Having a history with lawyers on both sides of the deal definitely gave based attorneys. James Westra, former head of Weil’s Boston office and French’s team an edge, she says: “We just understood the industry—what cohead of its private equity practice, advised Advent for several years before the hot-button issues are. I think it was helpful just in understanding joining the private equity firm as its chief legal officer last year. what we needed to focus on, what we needed to look at.” Reprinted with permission from the AMLaw Daily featured on August 10, 2012. © 2012 ALM Media Properties, LLC. All rights reserved. Further duplication without permission is prohibited. For information, contact 877-257-3382, [email protected] or visit www.almreprints.com. # 002-08-12-04.

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