Slaughter and May, Hong Kong, is advising Swire Pacific on its sale of 100% equity interest in Swire Pacific Holdings Inc. (doing business as Swire Coca-Cola, USA) (SCCU) to a subsidiary of its controlling shareholder, John Swire & Sons Limited, for a consideration of US$3,900 million (subject to adjustments) pursuant to a share purchase agreement entered into on 28 June 2023. The transaction is subject to approval by Swire Pacific’s independent shareholders.
It is proposed that, from Completion, Swire Coca-Cola Limited, a subsidiary of Swire Pacific, will provide management and administrative support services to SCCU pursuant to a management services agreement, for an annual management fee of no less than 6% of SCCU’s recurring EBIT for the relevant year.
SCCU produces, sells and distributes Coca-Cola and other beverages in 13 states across the western US. Its territory includes parts of Arizona, California, Colorado, Idaho, Kansas, Nebraska, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming, with a franchise population of approximately 30 million.