The firm is representing the Santo Domingo Group in the sale of its 75% interest in Bavaria S.A., the second largest brewer in South America, to SABMiller plc. SABMiller agreed to acquire the Santo Domingo Family’s interest in a Delaware merger in exchange for $3.5 billion in SABMiller stock and to acquire the remaining minority interests in Bavaria and its Peruvian and Ecuadorian subsidiaries for another $2.1 billion in cash tender offers. With assumed indebtedness, the transaction is valued at $7.8 billion.
As a result of the deal, the Santo Domingo Group will acquire a 15.1% interest in SABMiller and be entitled to designate two directors to SABMiller’s board. The deal is subject to SABMiller shareholder approval.
Bavaria is the tenth largest brewer in the world and has leading market positions in Colombia (99% of the beer market), Peru (99%), Ecuador (93%) and Panama (79%), where its key brands are Águila, Cristal, Pilsener and Atlas, respectively. The combined business with SABMiller will have annual beer volumes of approximately 175 million hectolitres, pro forma aggregated net revenues of approximately $12.5 billion and pro forma aggregated EBITDA of approximately $3.5 billion. SABMiller is the world’s second largest brewery with world renowned brands such as Miller, Pilsner Urquell and Peroni Nastro Azzurro. It has operations in over 40 countries and its headquarters is in London, England.
The Simpson Thacher team includes David Williams, Alan Klein, Greg Grogan, Francoise Plusquellec, Melanie Ramjoué, Christopher James, Daniel Holzer, and Jed Weiner (corporate), John Creed and Nancy Mehlman (tax), Brian Robbins (executive compensation and employee benefits), Elaine Divelbliss (litigation) and summer associates Janelle Filson, Dora Jimenez, Ana Navia and Nathanael Prada and paralegals Kristen Colello, Matthew Goldberg, Nan Lou and Ryan Malloy (and, in London, John Fitzgerald and Aniel Braich).