CORRECTION, 2/15/13, 10:05 a.m. EST: This article’s eleventh paragraph has been corrected to reflect the fact that Yonatan Even is a partner at Cravath. We regret the error.
Anheuser-Busch InBev said Thursday it has revised its $20.1 billion deal to acquire the 50 percent stake in Mexican brewer Grupo Modelo it does not already own after U.S. regulators moved to block the purchase due to antitrust concerns.
As sibling publication The National Law Journal reported earlier this month, the U.S. Department of Justice filed a complaint seeking to block the deal—which would combine the first- and third-largest brewers of beer sold in the United States—in federal court in Washington, D.C., on January 31 after deciding that the tie-up would force American consumers to pay higher prices for beer.
In an effort to appease regulators, AB InBev said Thursday it had restructured a sidecar transaction connected to its original agreement with Mexico City–based Grupo Modelo. That ancillary agreement, as The Am Law Daily reported last summer, called for Grupo Modelo to sell its 50 percent stake in Crown Imports—a joint venture between those two companies that imports and markets Grupo Modelo brands in the U.S.—to Constellation Brands. That $1.85 billion deal, which would also have allowed Constellation to continue distributing Grupo Modelo brands in the U.S., was most likely a preemptive effort to win over regulators. Now, though, AB InBev and Grupo Modelo say they are willing to go further.
Under the revised agreement between the two companies, Grupo Modelo would sell the U.S. rights to Corona and other Grupo Modelo brands to Constellation in a deal worth $2.9 billion. Constellation would also acquire Compañía Cervecera de Coahuila, a brewery located near the U.S.–Mexico border in Piedras Negras, Mexico. The revamped deal would be separate from the earlier $1.85 billion deal for Crown Imports, bringing the total value of the two sidecar deals between Grupo Modelo and Constellation to $4.75 billion.
In announcing the revised deal, AB InBev said the transaction would result in Crown Imports being "a fully independent competitor in the U.S.," with the Constellation-owned brewery supporting its growth. AB InBev added that it believes the revised deal "addresses all of the concerns raised by the [DOJ] in its lawsuit, leaving no doubt about Constellation’s Crown beer division’s complete independence and ability to compete."
As The Am Law Daily has previously reported, Skadden, Arps, Slate, Meagher & Flom and Sullivan & Cromwell advised AB InBev on the original deal with Grupo Modelo. Both firms are also advising AB InBev in connection with the revised deal.
Skadden’s team on the transaction includes M&A partners Paul Schnell, Thomas Greenberg, and Marie Gibson, as well as antitrust partners Steven Sunshine, Ian John, James Keyte, and Karen Hoffman Lent. Litigation partner Gregory Craig, tax partner Victor Hollender, and intellectual property partner Bruce Goldner are also involved in the matter. The Skadden associates working on the deal are Maxim Mayer-Cesiano, Khalilah Walters, Christopher Baeza, John Seward, and B. Chase Wink.
S&C’s team includes M&A partners Francis Aquila, George Sampas, and Krishna Veeraraghavan, along with intellectual property partner Nader Mousavi and finance partner John Estes. Associates on the deal are Joel Alfonso, Mary Grendell, Jinhee Chung, Matthew Goodman, and associate specialist Rita Carrier.
S&C served as lead outside counsel to InBev on its 2008 purchase of Anheuser-Busch, which was represented by Skadden, in a deal worth $52 billion, according to our prior reporting.
(Freshfields Bruckhaus Deringer served as global antitrust counsel to AB InBev in connection with the original Grupo Modelo deal announced last summer. A Freshfields spokesman did not immediately respond to The Am Law Daily‘s request for comment on whether the firm is working on the revised deal.)
Cravath has been advising Grupo Modelo on both the sale to AB InBev and the sidecar deal with Constellation, and a team from the firm that includes corporate partners David Mercado and Joel Herold is working on the revised deal. Former Justice antitrust head Christine Varney—now an antitrust partner at Cravath—is advising Grupo Modelo on antitrust aspects of the deal as is antitrust partner Yonatan Even. Corporate associates Benjamin Hewitt and David Stott are also working on the matter, as is antitrust associate Margaret Segall.
For its part, Constellation has turned to Nixon Peabody, which advised the Victor, New York–based company on the original deal, as outside counsel on the revised agreement.
Rochester, New York–based M&A partners James Bourdeau and Jeffrey LaBarge are leading the Nixon Peabody team, which also includes M&A associate John Moragne. Finance partner Craig Mills is advising as well, along with associates Sarah Abel, John LaBoda III, and Deirdre Nash. Real estate partner Paul Schrier and associate John Garibaldi are also working on the deal.
The Nixon Peabody team worked with Constellation’s in-house counsel, including general counsel Tom Mullin. According to a Nixon Peabody spokesman, the firm also worked with McDermott Will & Emery, which served as antitrust counsel to Constellation, as well as a Baker & McKenzie team providing international counsel. Kenyon & Kenyon is advising Constellation on licensing issues.
In 2008, Nixon Peabody advised a Constellation subsidiary, Constellation Wines, on the $234 million sale of wineries throughout Northern California and the Pacific Northwest to Ascentia Wine Estates.