Keurig Dr Pepper's unit The American Bottling Company entered into a Contribution and Merger Agreement on October 23, 2024 to acquire a controlling interest in GHOST Lifestyle. The company said that immediately after the closing, Buyer will hold Class A units representing 60% of GHOST Lifestyle, and the Sellers will hold Class B units representing 40%.

1. 01

   Keurig Dr Pepper's unit The American Bottling Company entered into a Contribution and Merger Agreement on October 23, 2024 to acquire a controlling interest in GHOST Lifestyle. The company said that immediately after the closing, Buyer will hold Class A units representing 60% of GHOST Lifestyle, and the Sellers will hold Class B units representing 40%.

2. 02

   The company said it will pay aggregate closing consideration of approximately $990 million, subject to adjustments for net debt, unpaid transaction expenses and net working capital. Closing is subject to the expiration or early termination of the Hart-Scott-Rodino waiting period and other conditions. The company expects to finance all or part of the closing consideration with a new term loan.

3. 03

   The company said Buyer has agreed to bear up to $250 million of termination fees payable to a distributor under a master distributor agreement that GHOST Lifestyle is terminating. In the press release, the company said it expects to invest up to $250 million to transition GHOST Energy's existing distribution agreements starting in mid-2025.

4. 04

   The company said the Minority Members will be required to sell all of their Minority Units, which represent 40% of the total equity, to Buyer or its affiliate within a set period after the company's annual consolidated financial statements for fiscal 2027 are reported. The company said the price will be based on an enterprise value derived from a multiple of GHOST Lifestyle's Adjusted EBITDA for fiscal 2027. The company also said that if the transaction is terminated due to a failure to obtain antitrust approval and Buyer has entered into a binding contract to acquire an energy drink business, a reverse termination fee of $39.6 million could be payable.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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