Four years after Anheuser-Busch Cos. merged with Belgium's InBev SA to form Anheuser-Busch InBev SA/NV, the world's largest brewer unveiled an agreement June 29 to buy out AB's longtime Mexican partner, Grupo Modelo SAB de CV. In a deal that eclipses SABMiller plc's A$10.6 billion ($10.8 billion) swoop on Australia's Foster's Group. Ltd. last year, Leuven-based AB InBev is offering 278.6 billion pesos ($20.7 billion) for the outstanding 50% of Modelo, whose ties to St. Louis-based Anheuser-Busch go back to 1989, when Modelo began importing and distributing AB brands in Mexico.
The latest deal will be completed in a series of transactions, including the merger of Diblo SA de CV, the holding company for Modelo's operating subsidiaries, and leading Mexican bottler Dirección de Fábricas SA de CV into the parent in exchange for newly issued Modelo shares. A related deal will see Modelo sell its 50% stake in Crown Imports LLC, a joint venture that imports and markets Negro Modelo's brands in the U.S., to Constellation Brands Inc., for $1.85 billion.
For advice on the AB InBev-Modelo deal, both brewers turned to longtime, trusted advisers, relationships that offer a road map of the brewing industry's consolidation over the past decade. For legal advice, AB InBev turned to Skadden, Arps, Slate, Meagher & Flom LLP and Sullivan & Cromwell LLP, which had represented Anheuser-Busch and the Belgian company formerly known as InBev SA/NV and then Interbrew SA, respectively, going back several years. The two law firms were at opposite ends of the negotiating table for the 2008 deal creating AB InBev.
AB InBev took financial advice from Lazard's Antonio Weiss and Alexander Hecker. Lazard had also advised Interbrew on its 2002 acquisition of Germany's Brauerei Beck GmbH & Co. KG; the 2004 merger of Interbrew and Ambev to form InBev; and the 2008 combination of AB and InBev and related post-deal asset sales.
Bob Golden, AB InBev's top dealmaker, is also a former AB man, having moved more than two years ago from St. Louis to New York to replace Brazilian Pedro Earp as global head of mergers and acquisitions.
Batting for Skadden were Paul Schnell, Thomas Greenberg, Marie Gibson, Steven Sunshine, Clifford Aronson, Ian John and Victor Hollender, while Sullivan & Cromwell's lineup featured New York M&A partners Frank Aquila, George Sampas and Krishna Veeraraghavan, with Palo Alto, Calif., partner Nader Mousavi on intellectual property matters; New York corporate partner John Estes advising on Constellation Brands' acquisition financing matters; London corporate partner George White and New York corporate partner Neal McKnight advising on AB InBev acquisition financing; and New York partner Ronald Creamer Jr. working on tax matters.
AB InBev also took antitrust advice from Freshfield Bruckhaus Deringer LLP partners John Davies and Thomas Janssens in Brussels, Madrid partner Francisco Cantos, Beijing partner Michael Han, senior associate Dan Burton, associate Alessandro Turati in London and Brussels associates Florence Leroux and Lars Görlitz.
Modelo turned to Morgan Stanley's Robert Kindler, James Allen, Rodolfo Perez and Alejandro Ortega, along with Cravath, Swaine & Moore LLP corporate partners David Mercado and Joel Herold; Michael Schler on tax; Christine Varney on antitrust; and Jennifer Conway on executive compensation and benefits. Varney, who joined Cravath last year, is a former head of the U.S. Justice Department's antitrust division. Cravath has represented Modelo on several deals since the late 1990s, including the April 2010 formation of a barley joint venture with Cargill Ltd. Modelo also took legal advice on the recent AB InBev deal from Alejandro Duclaud of Mexico's Duclaud Asesores SC.
Constellation Brands took advice from two teams at Nixon Peabody LLP.The corporate/deal team was led by Jim Bourdeau and John Moragne and included Roger Byrd, Kristen Walsh, Carolyn Nussbaum, Frank Penski, Jeffrey LaBarge, and Eric Tanck. The finance team was led by Craig Mills and Sarah Abel and included Frank Hamblett, John LaBoda, and Deirdre Nash. -- Renee Cordes
Greece finally has a new government in place, but companies are still suffering from the country's economic woes.
Greece's fourth-largest bank, Piraeus Bank SA, is one of them.
The Athens bank said June 15 that it will sell its Northeastern U.S. subsidiary, Marathon Banking Corp., to Short Hills, N.J.-based Investors Bancorp Inc. for $135 million in cash as it begins to raise capital to fill a funding gap that resulted from its Greek loan exposure. As of March 31, Piraeus had a $36.1 billion gross loan portfolio in Greece alone, according to its first-quarter earnings report.
Investors Bancorp CEO Kevin Cummings said in a June 15 conference call that he does not think Piraeus would have needed to sell Marathon if it were not for its Greek debt exposure. A Piraeus spokeswoman declined to comment on the matter.
Even though the purchase price on the Marathon transaction does not do much in terms of raising capital, a source familiar with the transaction says Piraeus was pressured by Greek regulators to begin divesting its healthy assets first.
"They're doing everything they can to raise capital," the source says. "This is barely going to move the needle."
Keefe, Bruyette & Woods Inc. ran an eight-week auction for Astoria, N.Y.-based Marathon on Piraeus' behalf, according to the source.
It is not known if Piraeus has put other assets on the auction block, but the source says he would not be surprised if it does so in the near future.
RBC Capital Markets LLC is advising Investors Bancorp, which turned for a fairness opinion to Ben Plotkin, Robin Suskind and Dwayne Safer at Stifel Nicolaus Weisel. John Gorman along with Marc Levy at Luse Gorman Pomerenk & Schick PC represent Investors Bancorp. Levy and Gorman also represented Investors Bancorp on its $10 million acquisition of Brooklyn Federal Bancorp Inc., which was completed in January.
Joe Moeller is leading the Keefe Bruyette team advising Piraeus, which is being represented by Casper Lawson, Robin Maxwell, Bindu Culas and Daniel Serota at Linklaters LLP. -- Demitri Diakantonis