Merger Monday: Keurig Green Mountain Buys Dr Pepper Snapple

It’s Merger Monday time: Dr Pepper Snapple Group and Keurig Green Mountain announced that the two companies will merge to create Keurig Dr Pepper, “a new beverage company of scale with a portfolio of iconic consumer brands and unrivaled distribution capability to reach virtually every point-of-sale in North America.”

The merger will combine such brands as Dr Pepper, 7UP, Snapple, A&W, Mott’s and Sunkist with coffee brand Green Mountain Coffee Roasters and the Keurig single-serve coffee system, as well as more than 75 owned, licensed and partner brands in the Keurig system.

Under the terms of the agreement, which has been unanimously approved by the Dr Pepper Snapple Board of Directors, Dr Pepper Snapple shareholders will receive $103.75 per share in a special cash dividend and retain 13% of the combined company, for a total consideration around $135, or a 40% premium to the Friday close of DPS.

Some more transaction details via Bloomberg:

Dr Pepper holders to get $103.75/shr in special cash div

Dr Pepper Snapple expects to pay its 1Q ordinary course dividend of 58c-shr

KDP anticipates total net debt at closing to be about $16.6b and it anticipates maintaining an investment grade rating

Keurig shareholders will hold 87% and Dr Pepper Snapple shareholders will hold 13% of the combined company

Upon closing of the transaction, JAB will be the controlling shareholder, Mondelez International to hold about 13-14% stake in the combined company

JPM, BofAML, GS have provided committed financing for the transaction

According to the press release, Keurig Dr Pepper will have pro forma combined 2017 annual revenues of about $11 billion.

Why the deal?

The company believes its complementary portfolio, access to high-growth segments of the beverage industry and shareholder value-focused management team will enable it to achieve sustained growth through continued innovation, brand consolidation opportunities and enhanced household penetration for its leading brands.

KDP targets realizing $600 million in synergies on an annualized basis by 2021. Dr Pepper Snapple expects to pay its first quarter ordinary course dividend of $0.58 per share. At the close of the transaction, the company expects to deliver an annual dividend of $0.60 per share.

The company will deliver strong cash flow generation and accelerate its deleveraging, with a target Net Debt/EBITDA of below 3.0x within two to three years after closing. KDP anticipates total net debt at closing to be approximately $16.6 billion and it anticipates maintaining an investment grade rating.