Cleary Gottlieb Steen & Hamilton and Kirkland & Ellis are the latest firms to have won top roles on brewer Anheuser-Busch InBev’s (AB InBev) £71bn purchase of SABMiller, advising on the latter’s $12bn (£7bn) divestment in the MillerCoors joint venture.
MillerCoors was formed in the US as a joint venture in 2008 by SABMiller and Molson Coors.
As part of the deal, Molson Coors has agreed with AB InBev to purchase SABMiller’s 58 per cent stake in MillerCoors in a transaction worth $12bn. The divestment has been made for antitrust reasons to ensure AB InBev would not dominate the US beer market on completion of its SABMiller acquisition.
Kirkland & Ellis is acting for Molson Coors Brewing Company, with a team led by Chicago M&A partners Scott Falk and Jon-Micheal Wheat. They are being supported by debt finance partners Christopher Butler and Amy Peters, while capital markets partners Christian Nagler and David Curtiss also assisting in New York.
Partners Dean Shulman, Mike Carew and Benjamin Schreiner are assisting on the tax side, while partners Jeffery Norman and William Helmstetter are advising on IP issues. London partners Paula Riedel and Shaun Goodman are working on antitrust issues from the City.
Further legal counsel with respect to US antitrust matters is being provided to Molson Coors by Cleary Gottlieb Steen & Hamilton partners Mark Leddy and Brian Byrne in Washington DC. The firm is also advising SABMiller in general, with a team led by corporate partner Victor Lewkow and tax partner James Duncan. Partner Laurent Legein is providing Belgian law advice from Brussels.
Just after the Molson Coors deal, AB InBev’s £71bn offer for SAB Miller was formally announced. The proposed acquisition was initially reported in September, with Freshfields Bruckhaus Deringer partner Mark Rawlinson leading the magic circle team for AB InBev. He is working alongside London head of corporate Simon Marchant and antitrust partner John Davies, who works in both the City and Brussels.
AB InBev is also turning to Sullivan & Cromwell New York corporate partners Frances Aquila and Krishna Veeraraghavan on US aspects of the deal. They are working alongside London partner George White, while partners Ronald Creamer and Richard Pepperman are advising on tax and regulatory matters respectively in New York.
Cravath Swaine & Moore is further assisting AB InBev. Its team is being led by partners Scott Barshay, Eric Schiele and Jonathan Davis.
Partners Christine Varney and Yonatan Even are working on antitrust matters, while partners Lauren Angelilli and Christopher Fargo are advising on tax. Finance issues are being handled by partners Stephen Kessing and Joseph Zavaglia, alongside senior attorney Kimberly Grousset, with the team also including IP partner David Kappos.
Meanwhile the target SABMiller is receiving legal advice from Linklaters partner Nick Rumsby with support from partner Charlie Jacobs.
The company has also turned to longstanding adviser Hogan Lovells, with partner Andrew Pearson leading.
While Freshfields and Linklaters have won key mandates from both companies, their magic circle rivals are playing top roles elsewhere.
The bid is supported by a $75bn loan facility provided by ABInBev’s core relationship banks, with Allen & Overy advising the lenders, Banco Santander, Bank of America Merrill Lynch, Bank of Tokyo-Mitsubishi, Barclays, BNP Paribas and Deutsche Bank. The team is led by London partner Nicholas Clark and counsel Frederic Demeulenaere, with assistance from London corporate partner Richard Hough and Belgian partners Filip Tanghe and Dirk Meeus.
AB InBev’s controlling shareholders meanwhile are turning to Clifford Chance and its team is being led by global head of corporate Guy Norman. Partner Patrick Sarch is assisting Norman, while partner Philippe Hamer is advising on Belgian corporate matters.
Clifford Chance’s tax team is being led by partners David Moldenhauer and Philip Wagman in New York, as well as London partner David Harkness and Brussels partner Thierry Blockerye.
On the other side, Macfarlanes is advising the largest shareholder in SABMiller, the Altria Group, on both the offer and its investment in the enlarged group. Altria currently owns 27 per cent of SABMiller and turned to corporate M&A partner Graham Gibb for the first time.
Macfarlanes picked up Altria as a new client as a result of its relationship with Wachtell Lipton Rosen & Katz, whose partner Andrew Nussbaum is also acting for the company.
Herbert Smith Freehills (HSF) London corporate partner Gillian Fairfield is providing legal advice to BevCo, the second largest shareholder of SABMiller, while Simpson Thacher & Bartlett represented the Santo Domingo Group, a 14 per cent shareholder. The team includes US partners M&A David Williams and Alan Klein, as well as corporate partner Michael Nathan and tax partner Rob Holo.
The transaction will be implemented by means of the acquisition of SABMiller by Newco, which is a Belgian company that will be formed for the purposes of the transaction. AB InBev will then merge into Newco so that the latter will be the new holding company for the combined group.
Background to the deal
Both Cleary and Kirkland represented Molson Coors Brewing Company when it announced its joint venture with SABMiller to combine their US operations in 2007. The pair are longtime advisers in the US, while HSF and DLA Piper were named on the company’s six-firm UK and Ireland panel in 2011.
Hogan Lovells partner Pearson also acted on the joint venture agreement and has since worked with SAB Miller on several deals, advising on its acquisition of Meantime Brewing Company, as well as takeover bid for Fosters in 2011.
In 2009, Hogan Lovells lost out on a place on AB InBev’s legal panel due to its role advising rival SAB Miller, while Clifford Chance, Freshfields and Linklaters all picked up spots on the roster instead.
AB InBev has turned to Freshfields on a number of matters over the last few years, particularly giving antitrust advice on acquisitions such as Mexico’s Grupo Modelo.
However, the remaining magic circle acted on the initial formation of AB InBev in 2008, working on the financing of InBev’s $52bn (£26.12bn) acquisition of US drinks company Anheuser-Busch. Sullivan & Cromwell partner Frank Aquila also advised longstanding client InBev in this deal.