The consumer push for greener, safer plastics has prompted Eastman Chemical Co., with the help of its lawyers at Jones Day, to acquire a company that produces phthalate-free compounds that make plastic and other materials more flexible.

Jones Day partner William B. Rowland, who led the firm's legal team, said his client will close the all-cash deal to purchase Rosemont, Ill.-based Genovique Specialties Corp. as soon as it gets antitrust approval. "It could close as early as next month," he said.

Financial terms of the deal were not disclosed, but Genovique posted 2009 revenue of $135 million. Kingsport, Tenn.-based Eastman had sales of $5 billion last year. Genovique produces plasticizers, which help make plastics and other materials more flexible. Its plasticizers do not contain phthalates, compounds that have been linked to problems in the human endocrine system. The company also produces benzoic acid and sodium benzoate, antimicrobial products used to lengthen the shelf life of food, beverages and pharmaceuticals. Benzoic acid also is a key ingredient for benzoate plasticizers used to make PVC. Eastman already produces non-phthalate PVC.

The deal itself moved quickly, Rowland said, taking about four months to reach the definitive agreement stage. "It was an auction process," he said. "The target is owned by a private equity group called Arsenal Capital, and they had hired Lazard, an investment banking firm, to conduct an auction for this portfolio company."

Rowland said he didn't know how many other bidders were interested in Genovique, which also has operations in China and Estonia. That's typical in an auction put on by a private equity company, he said, where, after some due diligence, the seller asks for indicative offers and eventually narrows the field of potential bidders.

"You don't know what other people offered or who the other bidders are precisely, though you may get a sense from your industry contacts," Rowland said. "The sellers always want you to think that there are 20 bidders who are hot and heavy."

Genovique sits squarely in a growing market. Regulatory changes and consumer demand, according to information from Eastman, are likely to increase the volume of non-phthalate plasticizers at a compounded annual rate of 7 percent over the next five years in North America and Europe.

Rowland, who has done a number of acquisitions and dispositions for Eastman Chemical over the years, said that in addition to negotiations and mergers and acquisitions work, his firm also looked into environmental, antitrust, real estate and tax matters on the deal, as well as at the legal aspects of purchasing a company from a fund rather than a corporate owner.

Other Atlanta Jones Day lawyers on the deal include partners Michael A. Lee and John E. Zamer, of counsel Charles A. Perry and Christine M. Morgan and associates Heith D. Rodman and Justin R. Hitchcock.

Attorneys from Proskauer Rose represented both Genovique and New York-based Arsenal.

When The Coca-Cola Co. and other investors spent $15 million for a minority stake in a California coconut-water company, King & Spalding lawyers were there, representing the beverage giant in the deal.

Coke, along with investors including Jesse Itzler, principal of marketing firm Suite 850 LLC, purchased approximately 20 percent of Zico Beverages, LLC. Zico produces flavored coconut-water sports drinks with, according to the company’s Web site, five electrolytes and more potassium than a banana.

King & Spalding partner Anne Cox, along with associates Chirag Shah and Christina Gibson, represented Coke. Lawyers from Cole, Schotz, Meisel, Forman & Leonard, with offices in four mid-Atlantic states, represented Zico; lawyers from Proskauer Rose in New York represented Suite 850.

University of Connecticut law school professor Steven M. Davidoff, writing in his “Deal Professor” column for The New York Times on Tuesday, had some choice words for the special committee of independent directors of Landry’s Restaurants Inc.

Landry's owns Golden Nugget Hotels and Casinos in Las Vegas, Rainforest Cafe and other restaurants.

A look at Landry's recent history, however, shows that recent events, including hurricanes damaging its properties, the global credit crisis, and a dispute with its bondholders, had put the company in a tough spot.

Earlier this week, Landry’s called off its plans to be taken private by affiliates of the company’s chief executive, Tilman Fertitta, in a $1.3 billion deal. Instead, Landry’s said it will refinance about $400 million in debt with Jefferies & Co.

Landry’s deep-sixed the deal because the Securities and Exchange Commission was asking the deal’s lenders—Jefferies and Wells Fargo Foothill--to disclose material that Landry’s and the lenders deemed confidential.

In addition to criticizing Landry’s version of the events that led to the scrapping of the deal, Davidoff kept his sharpest knives for the company’s special independent committee. Davidoff said that the independent directors failed Landry’s shareholders by failing “to negotiate a standstill with Mr. Fertitta and allowed Mr. Fertitta to obtain majority control of this company while this failed deal was pending … depriving [shareholders] of a change-of-control premium and leaving them with unreimbursed substantial transaction expenses.”

Read Davidoff’s full column here.

King & Spalding partner Jack Capers was counsel to the special independent committee, along with two New York-based King & Spalding partners. Capers declined to comment.

Proskauer Rose advised Jefferies on Landry’s go-private talks. Haynes and Boone counseled Landry’s executives. Olshan Grundman Frome Rosenzweig & Wolosky advised Landry’s chief executive Tilman Fertitta.

Numerous events over the past three years led to Landry’s consideration of a deal to take itself private.

Back in 2007, Landry’s bondholders had threatened to force the company to repay its debt early because Landry’s had not made timely filings of its audited financial statements with the SEC, according to the Houston Chronicle. If Landry’s didn’t pay up early, the bondholders would force Landry’s to declare bankruptcy. Landry’s CEO Fertitta [photo, below] countered by suing the bondholders, claiming they were trying to extort millions of dollars from the company.

Landry’s and the bondholders reached a settlement that resulted in higher borrowing costs for Landry’s.

More recently, Landry’s business operations in Texas and Louisiana were hit hard by Hurricanes Gustav, Hannah and Ike and by Tropical Storm Eduard. When Hurricane Ike struck the Gulf Coast in September, “several of our restaurants in Galveston and Kemah sustained significant damage,” Landry’s said in its third-quarter earnings release. Landry’s took a pre-tax asset impairment charge of $24.4 million as a result of the hurricane damage, although some of that will be recouped through insurance.

Throw in last fall’s collapse of the global credit markets, and Jefferies’ and Wells Fargos’ ability to finance Landry’s go-private deal may have been fatally compromised. That last part is unknown, however, since Landry’s lenders declined to file certain information with the SEC.

Landry’s operates several restaurant chains, including Rainforest Café, Saltgrass Steak House, Landry’s Seafood House and The Chart House. Landry’s sold the Joe’s Crab Shack chain to J.H. Whitney & Co. in 2006.