Molson Coors Brewing Company (NYSE:TAP) entered into a definitive agreement to acquire remaining 58% joint-venture interest in MillerCoors LLC from Miller Brewing Company, Inc. for $12 billion in cash on November 11, 2015. Under the terms of the agreement, Molson Coors Brewing Company (NYSE:TAP), wholly owning Coors Brewing will also acquire full ownership of the Miller brand portfolio outside of the U.S. and retain the rights to all of the brands currently in the MillerCoors portfolio for the US market, including Redd's and import brands. If the EBITDA of MillerCoors is more than $70 million then Molson Coors Brewing will pay an additional amount as consideration. The transaction will be financed through a combination of cash on hand and proceeds from issuances of new debt and equity. Molson Coors has received committed debt financing of $12.3 billion from Citigroup Global Markets, Bank of America Merrill Lynch and UBS Investment Bank. As on January 26, 2016, Molson Coors Brewing Company has commenced an underwritten public offering of $2.35 billion of its Class B shares to fund the acquisition. In connection with the offering, Molson Coors also intends to grant the underwriters a 30-day option to purchase up to an additional $235 million of shares of Class B Common Stock. As on June 28, 2016, Molson Coors Brewing Company has commenced a private placement offering of senior notes, proceeds of which will be used to partially fund the transaction.

The transaction is conditioned upon the closing of Anheuser-Busch InBev's (ENXTBR:ABI) pending acquisition of SABMiller, which is expected to complete in the second half of 2016 and receipt of customary regulatory, antitrust and court approvals. Deal was approved by the Board of Molson Coors. As of July 20, 2016, the acquisition was approved by U.S. Department of Justice. The transaction is expected to be more than 25% accretive to Molson Coors' cash earnings in the first full year of operations. As of October 3, 2016, Molson Coors Brewing Company announced the second amendment to the purchase agreement, pursuant to which the closing date was aligned to the closing of the ABI trasnaction and Peter H. Coors, Executive Chairman of MillerCoors will subsequent to the acquisition be appointed as the Chief Customer Relations Officer.

Scott Falk, Jon-Micheal Wheat, Christopher Butler, Amy Peters, Christian Nagler, David Curtiss, Paula Riedel, Shaun Goodman, Dean Shulman, Mike Carew, Benjamin Schreiner, Jeffery Norman, William Helmstetter of Kirkland & Ellis LLP and Mark Leddy, Brian Byrne, Victor Lewkow, James Duncan and Laurent Legein of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor while UBS Investment Bank acted as financial advisor to Molson Coors Brewing Company. Lazard and Barclays acted as financial advisors while Freshfields Bruckhaus Deringer LLP acted as legal counsels to AB InBev in connection with MillerCoors transaction. Jeffrey D. Marell and Roman Goldburt of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to UBS. Scott A. Barshay, Eric L. Schiele, Jonathan L. Davis, Christine A. Varney, Yonatan Even, Lauren Angelilli, Christopher K. Fargo, Stephen M. Kessing, Joseph D. Zavaglia and David J. Kappos of Cravath, Swaine & Moore acted as legal advisors for Anheuser-Busch InBev SA/NV. Frances Aquila, George White, Ronald Creamer, Richard Pepperman and Krishna Veeraraghavan of Sullivan & Cromwell and Scott Barshay, Eric Schiele, Christine Varney, Lauren Angelilli, Christopher Fargo, Stephen Kessing, Joseph Zavaglia, Kimberly Grousset, David Kappos, Yonatan Even and Jonathan Davis of Cravath Swaine & Moore acted as legal advisor for AB InBev. Nick Rumsby and Charlie Jacobs of Linklaters and Andrew Pearson of Hogan Lovells acted as legal advisor for SABMiller. Nicholas Clark, Frederic Demeulenaere, Richard Hough, Filip Tanghe and Dirk Meeus of Allen & Overy acted as legal advisor for lenders of ABInBev. Guy Norman, Patrick Sarch, David Moldenhauer, Philip Wagman, David Harkness, Thierry Blockerye and Philippe Hamer of Clifford Chance acted as legal advisor for shareholders of AB InBev. Graham Gibb of Macfarlanes and Andrew Nussbaum of Wachtell Lipton Rosen & Katz acted as legal advisor for Altria Group. Gillian Fairfield of Herbert Smith Freehills acted as legal advisor for BevCo. David Williams, Alan Klein, Michael Nathan and Rob Holob of Simpson Thacher & Bartlett acted as legal advisor for Santo Domingo Group.