David A. Carpenter

With a specialization in the Food & Beverage, Chemicals and Life Sciences sectors, David represents multinational clients in M&A transactions and has significant experience representing strategic bidders in connection with their participation in the competitive auction settling.   David regularly counsels Food & Beverage, Life Sciences and Chemical industries on negotiation and documentation related to supplier relationships, contract manufacturing, distribution, and brokerage. As a result, he has a keen awareness of the day‐to‐day commercial arrangements that are relevant to competitors in these industries. David also advises clients on corporate governance matters.

David previously served as the Practice Leader of Mayer Brown’s New York Corporate & Securities practice group.

Clients served by David include health and wellness company, Nestlé S.A. and its Nestlé Health Science business unit, Colgate-Palmolive, Mitsubishi Corporation, Belgian-based chemical company, Solvay S.A. real estate investment fund, Walton Street Capital, and India-based Reliance Industries.

• Nestlé U.S.A. in the $4 billion divestiture of its US ice cream business (Dreyer’s and Häagen Dazs) to Froneri International Limited.
• Nestlé U.S. A. in the $2.8 billion divestiture of its US confectionery business (Butterfingers, Crunch, SweeTarts, among others) to Ferrero International through a competitive auction process. 
• Solvay SA and its affiliates in the $220 million acquisition of the global Ryton polyphenylene sulfide (PPS) business of Chevron Phillips Chemical Company LP.
• Nestlé HealthScience in connection with its initial $145 million minority investment in Aimmune Therapeutics (NasdaqGS; AIMT) and in related follow on investments and in the negotiation of a strategic collaboration arrangement related to the development of products for the treatment of food allergies.
• Nestlé HealthScience in its initial $42.5 million Series D-1 preferred stock investment in Axcella Health (NasdaqGM; AXLA) and in certain follow on investments.
• Nestlé HealthScience in its $65 million investment in Series D and D-1 preferred stock of Seres Therapeutics, Inc. and in a related license and collaboration transaction with Seres for the development of biologics based on the human microbiome in certain indications. 
• Fresenius Kabi in its acquisition of Fenwal Holdings, Inc., a leading provider of transfusion technology products for blood collection, separation and processing.
• Nestlé S.A. in its $11.85 billion acquisition of the infant nutrition business of Pfizer through a competitive auction process.
• Nestlé HealthScience in its acquisition of Prometheus Laboratories Inc., a specialist in diagnostics and in-licensed specialty pharmaceuticals for gastroenterology and oncology from a private equity consortium led by American Capital.
• Nestlé S.A./Nestlé U.S.A. in connection with the acquisition of Chef America, the owner of the Hot Pocket® and Lean Pockets® brand of handheld sandwiches ($2.6 billion); Jenny Craig ($600 million); Novartis Medical Nutrition ($2.5 billion); and Gerber Products Company and Gerber Life Insurance Company ($5.5 billion).
• Nestlé U.S.A. in the sale of its Ortega Mexican food division to B&G Foods.
• Huron Consulting Group Inc. in connection with the acquisition of Callaway Partners, Wellspring Partners, Galt & Company, Nextra Litigation Solutions, Glass & Associates and Aaxis Technologies Inc.
• Nestlé S.A. in the formation of a joint venture (Dairy Partners Americas) with Fonterra Cooperative Group of New Zealand for the manufacture of milk powders and the manufacture, distribution and sale of flavored milks and other dairy products throughout North, Central and South America and the Caribbean.
• Nestlé S.A. in a worldwide joint venture with Colgate-Palmolive Company to manufacture and distribute confectionery products with oral care benefits.
• Metal Management, Inc., a publicly traded scrap metal recycler in over 20 acquisitions, dispositions and joint venture transactions.
• DSM Desotech Inc., a subsidiary of a Dutch chemical company, Royal DSM N.V., in the restructuring of its joint venture with JSR Corporation of Japan, and the sale of certain assets and related technology of DSM Desotech's UV/EB curable resins business to JSR.
• HSBC Private Label Corporation in connection with Preferred Stock investments in Concept Shopping Inc. and Debitman Inc. (now Tempo Payments Inc.) and related strategic alliances.

India-related

Represented:

• Walton Street Capital in connection with the sale of its India debt platform to a newly real estate management company formed by Blacksoil Capital and the former managers of Walton Street Capital’s India real estate management platform.
• Everstone Capital in connection with its co-investment with funds managed by Goldman Sachs, in OMH HealthEdge Holdings, Inc., a holding company for the Omega Healthcare, a provider of management and financial services to healthcare providers, payers and pharma market access companies.
• CoreLogic, a leading provider of information, analytics and business services, in the $60 million sale of its captive India-based business-process outsourcing subsidiary, CoreLogic Global Services Private Limited, to Cognizant Technology Solutions Corporation.
• A joint venture formed by Mauritius-based affiliates of Walton Street Capital and Starwood Capital Group in a $1.23 billion township development project in Kolkata, India, and the related negotiation of a joint venture with Indian property developer Shriram Properties Limited.
• Walton Street Capital India in connection with joint venture and real estate development opportunities in Pune, India.
• Jefferies International in foreign currency convertible bond offerings for Aftek Infosy, REI Agro Limited, HEG Limited, GHCL Limited and S. Kumars Limited.
• Jindal Poly Films Limited in the international aspects of its INR 3 billion Equity Share offering.
• SKS Microfinance Limited, a Hyderabad-based microfinance lending institution, in connection with its first and second round private equity financings with, among other investors, Mauritius Unitus Corporation, Vinod Khosla and Sequoia Capital India II LLC.