ATLANTA (March 25, 2003) – Sutherland Asbill & Brennan LLP recently advised Agway, Inc. and Telmark LLC, Agway's lease-financing subsidiary, in its sale of substantially all of Telmark's assets and business relationships to Wells Fargo Financial Leasing, Inc. Net proceeds from the sale paid to Telmark were approximately $615 million.
The transaction, approved on February 27, 2003 by the U.S. Bankruptcy Court for the Northern District of New York in Utica, NY, closed at the end of business on Friday, February 28. With the proceeds from the sale, Telmark will pay its outstanding debt including its publicly-held debt, pay debt-related costs and expenses related to the transaction. The net proceeds to Telmark are subject to certain agreed holdbacks and post-closing adjustments.
The Sutherland team was led by Jamie Cain, a partner in the Business Practices group, and included counsel Doug Leary, partners Michael Miles and Carol Weiser, and associates Katie Gasparek, Adam Cohen, Beth Knickerbocker and Meltem Kodaman, all of the firm's Washington, D.C. office. Partners Marvin Jacobs and Judy Liu and associate Marshall Turner at Weil Gotshal and Manges LLP provided bankruptcy advice to Agway in connection with the sale.
Goldman Sachs was Telmark's investment adviser. Patrick Knecht led a team of in-house lawyers including Mac Braun and Brad Doig at Wells Fargo Financial Leasing. Michael Stewart and Dennis Ryan of Faegre & Benson LLP were Wells Fargo Financial Leasing, Inc.'s outside counsel on the deal.
Agway, Inc., headquartered in Syracuse, NY, is an agricultural cooperative owned by 69,000 Northeast farmer-members. On October 1, 2002, Agway, Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Telmark was not included in Agway's Chapter 11 filing.
Telmark, also based in Syracuse, NY, offers lease financing for equipment, buildings and vehicles within the contiguous 48 states and serves over 17,000 farmers, related agricultural businesses and numerous segments of the commercial business marketplace.
Wells Fargo Financial Leasing, Inc. is a subsidiary of Wells Fargo Financial, Inc. Both companies are headquartered in Des Moines, Iowa and are subsidiaries of Wells Fargo & Company.
Target: Telmark LLC
Bidder: Wells Fargo Financial Leasing, Inc.
Value: $615 million
Date Deal Announced: March 3, 2003
Lawyers for Target: Jamie Cain, Doug Leary, Michael Miles, Carol Weiser, Katie Gasparek, Adam Cohen, Beth Knickerbocker and Meltem Kodaman of Sutherland Asbill & Brennan LLP.
Lawyers for Bidder: Wells Fargo was represented by in-house counsel Patrick Knecht, Mac Braun and Brad Doig; Michael Stewart and Dennis Ryan of Faegre & Benson LLP were their outside counsel.