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Skadden, Cleary, Jones Day Advise on Coca-Cola, Monster Deal

By Valori Corral-Nava

Coca-Cola Company has agreed to purchase a 16.7 percent stake in Monster Beverage Corporation for $2.15 billion in cash as it looks to accelerate its growth in the booming energy drink business.

As part of the deal, Coca-Cola would transfer its worldwide energy drink business—which includes brands like NOS, Full Throttle, Burn, and Relentless—to Monster, and appoint two people to Monster’s board of directors. In exchange, Monster would issue to Coca-Cola 16.7 percent of its common stock shares and transfer its non-energy business—including Hansen’s Natural Sodas, Peace Tea and Hubert’s Lemonade—in hopes of expanding their distribution globally.

Coca-Cola turned to Skadden, Arps, Slate, Meagher & Flom, while Cleary Gottlieb Steen & Hamilton advised on antitrust matters.

JonesDay led the deal team for Monster.

Under the agreement, Coca-Cola will become Monster’s preferred distribution partner globally and Monster will become Coca-Cola’s exclusive energy player. The deal will open global distribution channels for Monster, which had previously been limited to the U.S.

Coca-Cola’s New York Skadden team was led by M&A partners Martha McGarry, Peter Serating and Thomas Greenberg, with assistance from IP partner Bruce Goldner and counsel M. Oren Epstein, as well as tax partner David Rievman. Tax associate Jonathan Ashtor, IP associate Kristen Greeley, M&A associates Yiyang Huang and Dohyun Kim and energy and infrastructure associate Catherine Matloub also advised.

Coca-Cola tapped an antitrust Cleary Gottlieb team with Washington, D.C. partners Mark Leddy, Leah Brannon, and associate Elaine Ewing. Brussels partner Nicholas Levy and London associate Ian Hastings, also worked on the deal.

Monster turned to Jones Day with New York M&A partners Robert Profusek and Andrew Levine, and tax partner Edward Kennedy, and in Washington, D.C., antitrust partners David Wales and Kenneth Field.

Skadden represented Coca-Cola on another deal six months earlier, in which the company agreed to a $1.25 billion merger with Israeli company Green Mountain Coffee, the makers of Keurig.

Alston Bird, Weil Gotshal Handle FleetCor Acquisition of Comdata

By Wenxiong Zhang

FleetCor Technologies Inc., the global provider of fuel cards and workforce payment products, has agreed to buy the electronic payment processing company Comdata Inc. from Ceridian LLC and Thomas H. Lee Partners for $3.45 billion. The deal, which is the biggest in FleetCor’s history, would help the company boost its expansion into the virtual payment market.

Ceridian, a portfolio company of funds affiliated with Thomas H. Lee and Fidelity National Financial Inc., is the parent company of Comdata.

Georgia-based FleetCor said it would finance the acquisition by paying approximately $2.4 billion in cash to refinance Comdata’s debt and issuing about 7.3 million shares of FleetCor common stock to Ceridian.

Alston & Bird advised FleetCor on the deal while Weil, Gotshal & Manges acted as legal counsel to Comdata, Ceridian, Thomas H. Lee Partners and Fidelity National Financial Inc.

The deal is subject to customary closing conditions, including antitrust and other government approvals related to Comdata’s money transmitter license business. The transaction is expected to be completed in the end of December 2014.

Comdata, specializing in business-to-business e-payment services, provides Fleet, virtual card and gift card solutions to more than 20,000 customers. It facilitates over $54 billion in payments annually.

FleetCor tapped an Atlanta Alston & Bird team that was led by corporate partner Chris Baugher, with assistance from M&A partner Justin Howard, tax partners Sam Kaywood and Blake MacKay and litigation partner Valarie Williams. Senior corporate associate Scott Kitchens and financial services associate Spencer Robinson were also on the team.

Comdata Inc., Ceridian, Thomas H. Lee Partners and Fidelity National Financial Inc. turned to a Weil Gotshal team that consisted of corporate partner Michael Aiello, tax partners Kenneth Heitner and Chayim Neubort, benefits partner Paul Wessel and counsel Steven Margolis, capital markets partners Todd Chandler and Alexander Lynch, banking and finance partner Allison Liff, structured finance partner John Dedyo, technology and IP partner Michael Epstein, litigation partner Randi Singer, all in New York, and Washington, D.C. antitrust partners Steven Newborn and Laura Wilkinson. Associates included on the deal were Garrett Charon, Sanil Padiyedathu, and Joseph Santo, corporate; Joey Juhn, tax; Joshua Gelfand, benefits; Barbra Broudy and Suzanne Lee, capital markets; Benton Lewis, banking and finance; Eugene Ng, structured finance; Caroline Geiger and Janell Wise, technology and IP; and Kaj Rozga and Cheri Bessellieu, litigation, all in New York. Boston corporate associate Matthew Goulding, also advised.

Acquired by Ceridian for $900 million in 2005, Comdata was taken over by Thomas H. Lee and Fidelity National Financial as part of their $5.3 billion buy of Ceridian in 2007. Ceridian and Comdata were separated last year.