This was a groundbreaking
deal for Fila, and
McDermott’s global
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CLIENT
Fila Korea Ltd., owner of the Fila® brand globally, is a renowned
maker of sport and leisure footwear and apparel
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►
KEY DEAL FACTS
capabilities were essential to
pulling it off. McDermott’s
lawyers were key to
$1.225 billion cross-border acquisition of Acushnet, the
manufacturer of the iconic Titleist line of golf balls, clubs and
accessories, and FootJoy, a leading brand of golf shoes, gloves and
apparel, from Fortune Brands (NYSE: FO)
positioning us to win while
INDUSTRY
relationships on the ground
Sports and athletic goods manufacturing
in Korea, and knowledge of
safeguarding our long-term
interests. Their
the culture, language and all
Challenge
Fila was seeking to add a prestigious golf equipment and apparel business to
its existing portfolio of sport and leisure footwear and apparel and leverage its
existing Asian marketing and distribution platform to increase sales of Titleist and
Footjoy products. Fila, which is headquartered in South Korea, is well placed to
take advantage of the growth in popularity of the sport in Asia. South Korea, a
country with 3 million golfers and 400 golf courses, is home to several leading
golfers on the U.S. PGA and LPGA tours. When Fortune Brands announced a
competitive auction for the sale of the iconic, top-selling Titleist brand of golf
balls and FootJoy, the market leader in golf shoes and gloves, Fila was
determined to win out over sporting industry heavyweights such as Adidas,
Bridgestone, Callaway and Nike as well as several large private equity firms
including the Blackstone Group. Fila partnered with Mirae Asset Private Equity,
the largest private equity firm in Korea, as well as Korea’s largest governmentowned bank (Korea Development Bank) and the nation’s largest state-owned
pension fund (the National Pension Service of Korea), to finance its bid for
Acushnet.
of the hot buttons were
invaluable. The cohesive
global team of lawyers
working on the deal knew
all of the vital M&A
issues—both legal and
practical—inside
and out.
Jennifer Estabrook
Executive Vice President, Business
Operations, Fila
Fila’s Selection of McDermott
Fila has been a McDermott client since 2006. We most recently advised Fila on its purchase of the European business of Integrix
Sports Group Ltd., a complex transaction led out of our London office that involved our corporate, finance, mergers & acquisitions,
and restructuring & insolvency practices. Fila selected McDermott to handle its bid for Acushnet by virtue of our substantial crossborder M&A experience and, in particular, our experience with outbound M&A transactions involving Korean corporates and banks.
Solution
Through our deep M&A experience and tenacious up-front work, McDermott was able to position Fila and Mirae’s bid in such
a way that optimized the chances of success given the competitive nature of the auction process. McDermott’s
experienced international antitrust and competition team was able to determine that regulators would not delay or block a deal
with Fila, an argument that other bidders could not make, and that Fila, as a result, could close the deal more quickly and with a
higher degree of certainty than the other competing bidders. We further distinguished our clients’ bid through rigorous due
diligence investigations by our environmental and intellectual property teams, whose work made Fila and Mirae’s offer more
attractive by avoiding the need to include special indemnities.
Our extensive high-level contacts in Korea were instrumental throughout. Two of our partners split time between Seoul and New York,
leveraging key relationships while ensuring smooth and effective communication with Fila, Mirae and their Korean financing partners.
The Firm’s corporate/M&A team worked tirelessly to master and assemble essential deal components, while our tax lawyers devised an
efficient structure for the bidding group. Deal team members at MWE China Law Offices, our strategic alliance in China, handled
several facets of the deal, including performing due diligence on a critical Chinese manufacturing joint venture, providing Chinese antitrust
advice and coordinating the efforts of local counsel in other Asian countries where Acushnet maintains operations and facilities. No other
law firm in the world can offer such seamless service on Chinese legal issues in cross-border M&A transactions.
Results

The Fila consortium won the head-to-head auction against an array of titanic competitors in a groundbreaking $1.225
billion deal

The deal was announced on May 20, 2011 and is due to close at the end of July

The deal represents the largest acquisition of a global consumer brand by any Korean company in history and the first
time a Korean private equity firm has acquired a leading global brand

Paved the way for increased Korean M&A activity and elevated Korean buyers in the eyes of Wall Street
Client Satisfaction
When you factor in the complexity of working for multiple cross border entities in several different
(and constantly changing) time zones, the fact that McDermott was able to lead us to a successful
outcome is even more impressive … On top of that, from the most senior partner to the most junior
associate, they were all extremely responsive and a pleasure to deal with at all hours of the night
and day.
Jennifer Estabrook, Executive Vice President, Business Operations, Fila
Our Team
Our interdisciplinary team was led by Tom Conaghan (Corporate), David Goldman (Corporate), Paul Kim (Corporate) and Matt Rizzo
(Corporate). Other team leaders were: In-Young Lee (Korea Practice), Joel Grosberg (Antitrust & Competition), Matt Leno (Intellectual
Property Litigation), Susan Cooke and Daphne Trotter (Environmental), Jim Riedy (Tax), Heather Egan Sussman (Executive
Compensation), and Kevin Qian and John Huang (MWE China Law Offices).
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©2011 McDermott Will & Emery. The following legal entities are collectively referred to as "McDermott Will & Emery," "McDermott" or "the Firm": McDermott Will &
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advertising. Prior results do not guarantee a similar outcome.