USHG Acquisition Corp.’s Agreement With Panera Brands

Skadden, Arps, State, Meagher & Flom advised Panera Brands, McDermott, Will & Emory provided tax advice to Panera Brands. Latham & Watkins advised HUGS on the deal.

Panera Brands, which includes the iconic fast casual and hospitality brand Panera Bread as well as Caribou Coffee and Einstein Bros. Bagels, and USHG Acquisition Corp. (NYSE:HUGS) (“HUGS”), a company sponsored by an affiliate of Union Square Hospitality Group, LLC, one of the world’s leading hospitality businesses, have signed an agreement through which HUGS will become a cornerstone partner with Panera Brands.

Danny Meyer will also invest directly in Panera Brands at the time of the previously announced Panera Brands IPO and become Lead Independent Director of Panera Brands’ board following completion of the IPO.

J.P. Morgan acted as financial advisor to Panera Brands. Piper Sandler & Co. acted as financial advisor to HUGS.

Panera Brands is one of the world’s largest fast casual restaurant companies, with nearly 4,000 locations and 110,000 employees across 10 countries.

USHG Acquisition Corp. is a special purpose acquisition company sponsored by an affiliate of Union Square Hospitality Group, LLC and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. 

The Skadden team included M&A partners Sean Doyle (Picture) and Paul Schnell, and associates Daniel Luks, Jocelyn Dicker and Reba Orloff; Capital Markets partners Gregg Noel (Palo Alto/Los Angeles) and Michael Hong (New York/Toronto), and associate Sophie Chan; SEC Reporting and Compliance and M&A counsel Andrew Brady (Washington, D.C.); and Executive Compensation and Benefits partner Erica Schohn. 

Latham & Watkins represented USHG Acquisition Corp. in the transaction with a corporate team led by Houston partner Ryan Maierson, Los Angeles/New York partner Greg Rodgers, and New York partner Howard Sobel, with associates Ryan Lynch, Clayton Heery, Kate Wang, Jessica Sherman, Brent Wagner, and Michael Basist. Advice was also provided on tax matters by New York partner David Raab, with associate Abigail Friedman; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum, with associate Courtney Thomson; on antitrust matters by Washington, D.C. counsel Joseph Simei; on sanctions and compliance matters by associates Andrew Galdes and Asia Cadet; on environmental matters by Houston partner Joel Mack and Los Angeles counsel Joshua Marnitz, with associate Jennifer Garlock; on intellectual property matters by Bay Area partner Michelle Gross, with associate Amy Dippolito and Lydia Lim; and on real estate matters by San Diego partner Robert Frances, with associate Aaron Friberg.

Involved fees earner: Michael Basist – Latham & Watkins; Amy Elizabeth Dippolito – Latham & Watkins; Robert Frances – Latham & Watkins; Aaron Friberg – Latham & Watkins; Abigail Friedman – Latham & Watkins; Andrew Galdes – Latham & Watkins; Jennifer Garlock – Latham & Watkins; Clayton Heery – Latham & Watkins; Adam Kestenbaum – Latham & Watkins; Ryan Lynch – Latham & Watkins; Joel Mack – Latham & Watkins; Ryan Maierson – Latham & Watkins; Joshua Marnitz – Latham & Watkins; Michelle Gross – Latham & Watkins; David Raab – Latham & Watkins; Gregory Rodgers – Latham & Watkins; Jessica Sherman – Latham & Watkins; Joseph Simei – Latham & Watkins; Howard Sobel – Latham & Watkins; Courtney Thomson – Latham & Watkins; Brent Wagner – Latham & Watkins; Kate Wang – Latham & Watkins; Andrew Brady – Skadden Arps Slate Meager & Flom; Sophie Chan – Skadden Arps Slate Meager & Flom; Jocelyn Dicker – Skadden Arps Slate Meager & Flom; Sean Doyle – Skadden Arps Slate Meager & Flom; Michael Hong – Skadden Arps Slate Meager & Flom; Daniel Luks – Skadden Arps Slate Meager & Flom; Gregg Noel – Skadden Arps Slate Meager & Flom; Reba Orloff – Skadden Arps Slate Meager & Flom; Paul Schnell – Skadden Arps Slate Meager & Flom; Erica Schohn – Skadden Arps Slate Meager & Flom;

Law Firms: Latham & Watkins; Skadden Arps Slate Meager & Flom;

Clients: Panera Brands; USHG Acquisition Corp.;