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Morgan Lewis, Gibson Dunn, King & Spalding Lead as Roark Dines on CKE, Am Law Daily

November 20, 2013

Apollo Global Management has agreed to selling its majority stake in CKE Restaurants—the parent company of fast food chains Hardee's, Carl's Jr., and Green Burrito—to Atlanta-based private equity firm Roark Capital Group for an undisclosed sum. CKE has tapped Morgan, Lewis & Bockius as its lead outside counsel on the matter, while Gibson, Dunn & Crutcher is advising its the company's senior management on the sale. Roark—whose existing fast food holdings include Arby's, Seattle's Best, Schlotzky's, Auntie Anne's Pretzels, Cinnabon, and WingStop—is being advised by King & Spalding.

As The Am Law Daily reported at the time, Apollo bought Carpinteria, Calif.–based CKE—which currently generates approximately $3.9 billion in annual revenue—in April 2010 in a deal valued at $1 billion.

Roark's acquisition of the majority stake in CKE is expected to close in the fourth quarter of 2013, at which point CKE's senior management will retain minority stake in the company.

"[Roark's] proven track record of success and deep expertise in the restaurant and franchise sectors will be very beneficial as we continue to grow and expand CKE's market-leading brands around the world," CKE CEO Andy Puzder said in a statement.

The Morgan Lewis team advising CKE is led by business and finance partner Robert Robison and also includes business and finance partners R. Alec Dawson and Eric Tajcher and associates James Fang and Jessica Berkey. The other Morgan Lewis lawyers working on the matter are tax partner Kenneth Kail, antitrust partner Harry Robins and associate David Brenneman and employee benefits and executive compensation partner Gary Rothstein. Robison, Dawson and Rothstein were all part of the Morgan Lewis team that advised Apollo when it acquired CKE.

The Gibson Dunn team representing CKE's senior management in connection with the matter is led by partner Stephen Fackler, who serves as co-chair of the firm's executive compensation and employee benefits group. The other Gibson Dunn lawyers working on the transaction include corporate of counsel Alisa Babitz, corporate partner Gregory Davidson, tax partner Benjamin Rippeon and corporate associate Arsineh Ananian.

The King & Spalding team representing Roark on the acquisition is led by partner Raymond Baltz, who heads the firm's global corporate practice, along with of counsel Brian Meiners, tax partner L. Wayne Pressgrove Jr., antitrust partner Jeffrey Spigel, employee benefits partner Kenneth Raskin, and corporate partner William Roche. Associates from the firm working on the matter include Robert Beard (tax), Austin Dailey, Robert Leclerc, Matthew McCoy, Michelle Stewart, Kai-Ting Yang and Gina von Sternberg (corporate), and Ryan Gorman and Emily Meyer (employee benefits).

King & Spalding advised Roark in connection with a pair of June 2011 deal: the private equity firm's $430 million acquisition of Arby's from the Wendy's/Arby group and its purchase of Italian restaurant chain Il Fornaio from New York–based private equity firm Bruckmann, Rosser, Sherrill & Co. for an undisclosed amount. The firm also acted as lead outside counsel to Roark In December 2010, when itacquire weight management brand Atkins Nutritionals for an undisclosed amount.