AB InBev agrees to sell Modelo assets to Constellation - The Deal Pipeline (SAMPLE CONTENT: NEED AN ID?)
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AB InBev agrees to sell Modelo assets to Constellation

by Renee Cordes  |  Published February 14, 2013 at 10:14 AM
corona.jpgAnheuser-Busch InBev SA on Thursday, Feb. 14, unveiled an agreement to sell Grupo Modelo SAB de CV's new Mexican brewery and perpetual brand licenses to Constellation Brands Inc. for $2.9 billion in an effort to keep the U.S. Department of Justice from blocking the Belgian company's planned merger with Modelo.

The world's largest brewer, which makes Stella Artois, Beck's and Budweiser, said the sale of the brewery near the Texas border would ensure independence of supply for the Crown Imports LLC joint venture between Modelo and Constellation, and provide Constellation with complete control of the production of the Modelo brands for marketing and distribution in the U.S.

Thursday's announcement comes two weeks after the DOJ filed a civil lawsuit seeking to block AB InBev's $20.1 billion purchase of Modelo amid concerns that it would impede competition in the U.S. beer market as a whole and as well as in 26 metropolitan areas.

"We believe the revised agreement addresses all of the concerns raised by the U.S. Department of Justice in its lawsuit, leaving no doubt about Constellation's Crown beer division's complete independence and ability to compete," ABInBev, which is based in Leuven, Belgium, said.

ABInBev shares were up 5.1% Thursday morning in Brussels at €69.03 ($92.44), after rising as high as €69.71. Constellation Brands ended up 1.2% in New York Wednesday at $31.88.

At first sight, the new deal with Constellation "could be a game changer," wrote Hans D'Haese, an analyst at Bank Degroof in Brussels. "It remains to be seen whether the Justice Department would be convinced by the revised agreements."

Carlos Brito, AB InBev's Brazilian-born CEO, said that the Modelo transaction "has always been about Mexico and making Corona more global in all markets other than the U.S., where the brands will be owned and managed by Constellation."

Brito added that the revised agreement preserves the merits of the Modelo deal while allowing the company to move ahead quickly to the integration process and capture about $1 billion in synergies, up from the original estimate of $600 million.

Constellation President and CEO Rob Sands said the acquisition is a "transformational" one for the Fairport, New York-based company.

The deal gives Constellation perpetual rights to Corona and the Modelo brands distributed by Crown in the United States, as well as control of production, distribution, and marketing in the U.S.. Constellation's 100-plus brands include Robert Mondavi, Clos du Bois and Kim Crawford wines, as well as Corona Extra beer, Black Velet Canadian Whisky and Svedka Vodka.

The accord announced Thursday would replace an earlier agreement to sell Modelo's 50% stake in Crown to Constellation for $1.85 billion. It also comes after U.S. District Judge Richard Roberts, reportedly Washington's slowest federal judge, turned down a request from AB InBev for a Feb. 15 scheduling hearing, as a response from the U.S. government remains pending on requests from Constellation Brands and Crown Imports to intervene in the suit.

Modelo's Piedras Negras brewery, whose 600 employees will continue on after the ownership transfer, produces Corona, Corona Light and Modelo Especial. AB InBev and Constellation have also entered into a three-year interim supply agreement for beer production.

During the three-year time frame, Constellation plans to invest about $400 million to expand the Porta Niegras brewery, built in 2010, to expand its annual production capacity up to 30 million hectoliters. Once it reaches that level, the brewery will be able to supply 100% of Crown's needs for the U.S. market, up from 60% today.

Constellation has fully committed bridge financing in place for the acquisitions, AB InBev said. Permanent financing is expected to come from senior notes and term loans, Constellation's existing revolving credit acility, accounts receivable securitization facility and available cash.

The revised agreement with Constellation depends on the Modelo takeover proceeding, as well as regulatory approvals in the U.S. and Mexico, AB InBev said.

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Tags: Anheuser-Busch InBev SA | Carlos Brito | Constellation Brands Inc. | Corona | Crown Imports LLC | DOJ | Grupo Modelo SAB de CV | Judge Richard Roberts | Rob Sands

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Renee Cordes

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