We advised Cerberus on the transaction

Davis Polk advised Cerberus Capital Management in connection with its agreement to acquire a substantial part of the Mechanical Engineering Division of Goodwin plc for a headline cash consideration of up to approximately £1.1 billion, subject to customary purchase price adjustments. The businesses being acquired include Goodwin Steel Castings Limited, Goodwin International Limited, Noreva GmbH, Easat Group and the Pump Division. The transaction is expected to be completed in the first quarter of 2027, subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions.

The businesses being acquired comprise a substantial part of Goodwin’s Mechanical Engineering Division and provide technically demanding, high-integrity solutions incorporating proprietary design, advanced manufacturing capabilities and deep technical expertise to aerospace and defense, nuclear, power and mining customers globally. The Mechanical Engineering Division serves customers worldwide, including the United Kingdom, United States and Australian navies, and is a partner to the AUKUS program.

Founded in 1992, Cerberus is a global alternative investment firm with approximately $72 billion in assets across complementary credit, real estate and private equity strategies. The firm invests across the capital structure where it believes its integrated investment platforms and proprietary operating capabilities can help improve performance and drive long-term value. Cerberus’ tenured teams have experience working collaboratively across asset classes, sectors and geographies as they seek to achieve strong risk-adjusted returns for investors. It has a long-standing track record of more than 50 investments in the United Kingdom and Europe with an office in London since 2005.

Goodwin is a UK-based group of established mechanical and refractory engineering companies, specializing in the design, manufacture and supply of high-technology industrial, defense and mineral processing products.

The Davis Polk corporate team included partners William J. Chudd and Will Pearce, counsel William Tong and associate Gilbert Lim. Partner Nikolaus Caro and associate K. Oliver H. Schauman provided sponsor finance advice. Partner Pritesh P. Shah and associate Brette L. Trost provided intellectual property advice. Partner Matthew Yeowart provided antitrust advice. Partner Dominic Foulkes provided tax advice. Members of the Davis Polk team are based in the London and New York offices.

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