Dewey Ballantine advises SAB on foray into Central America

Dewey Ballantine has advised potential Interbrew takeover target South African Breweries (SAB) on its expansion into Central America. The New York and London offices worked in tandem on the deal, with Lovells advising SAB on some UK financing issues.
SAB has recently been the subject of fevered speculation over its interest in Carling, which Interbrew must divest to comply with UK competition rulings. It is also thought that SAB is itself a takeover target for Interbrew, although this strategy could throw up insoluble competition problems for Interbrew should SAB already have become entangled with Carling. In the meantime, however , SAB has continued to make brewing acquisitions in emerging markets, where most of its existing interests lie.
Last week, SAB completed two interconnected deals with Central American companies, both of which were concluded under New York law. Dewey Ballantine London corporate partner Stephen Jones took the lead negotiating role on the transactions, while the New York office provided advice on US law through partner Richard Pritz.
SAB bought out Honduran-based Cerveceria Hondureña from Dole Food Company for $537m (£377.5m). Cerveceria was advised by US firm O'Melveny & Myers. The other side of the deal was the formation of a $883m (£620.7m) joint venture with an established El Salvadorian brewing family. The family consortium was advised by Florida-based Steel Hector & Davis on US law and by Bufete FA Arias on El Salvadorian issues.
The rationale behind the Central American expansion was that SAB reaps the cost benefits of moving into two neighbouring markets. It was imperative that the lawyers concluded both deals simultaneously. Jones said: “This was by far the most challenging emerging markets deal I've worked on, given the differing objectives of Cerveceria's vendor and SAB's El Salvadorian joint venture partners.”
SAB has a company secretary and a few paralegals, but no legally qualified in-house team. It relies heavily on external lawyers with whom it has long-established relationships. Jones, who is UK-qualified, has worked with SAB for over a decade.
Previously, Jones was the managing partner of Dewey Ballantine's Prague office, where he led the legal team for SAB's forays into the Eastern European brewing sector. He acted on SAB acquisitions in Poland, Russia and the Czech Republic.
In the UK, SAB has used Lovells since 1998 to manage legal issues arising out of the company's London Stock Exchange listing. Lovells, led by partner John Davidson, had a small financing role on the Cerveceria and Bevco transactions relating to equity capital and bank funding.