Pillsbury advised Spin Master Corp., a leading children's entertainment company, in reaching a definitive agreement to acquire Melissa & Doug, a well-recognized and trusted brand in early childhood play, for $950 million in cash. The acquisition will bolster Spin Master's position as a leader in the children's entertainment industry and will bring complementary capabilities in early childhood toys by adding Melissa & Doug's high-quality offerings of open-ended, creative, and developmental wooden toys.

The terms of the merger agreement provide for a closing payment of $950 million, subject to purchase price adjustments, and an additional contingent earnout payment of up to $150 million, subject to achieving certain financial targets for 2024 and 2025. The transaction will be funded by Spin Master with approximately $450 million balance sheet cash and $500 million in debt financing. The earn out payments, if any, will be funded via cash generated from ongoing Spin Master operations. The acquisition of Melissa & Doug is expected to close in January 2024, subject to customary closing conditions.

For additional details, please refer to the press release here.

New York Corporate partner Jon Russo led the Pillsbury team along with partner Veronica Nunn, senior associate Nina Bakhtina, and associate Harriet McCartin. Other team members included Executive Compensation & Benefits partners Jessica Lutrin and Mark Jones and associate Ena Kaur; Employment partner Paula Weber, special counsel Rebecca Carr Rizzo and associate Laura Killalea; Intellectual Property partner Ed Cavazos and senior associate Sandro Serra; Tax partner and global leader Nora E. Burke; Finance partner Michael Reese; Insurance Recovery & Advisory partner Alex Lathrop; Antitrust & Competition partner Michael Sibarium and attorney Evan Storm; Regulatory partner Nancy Fischer and senior associate Zachary Rozen; Environmental & Natural Resources partner Reza Zarghamee; Real Estate partners Rachel Horsch and Noa Clark, senior associate Samantha Sharma, and associate Cara M. MacDonald; and Cybersecurity, Data Protection & Privacy partner Aimee Ghosh.

Torkin Manes acted as Canadian counsel for Spin Master in connection with the transaction.