KKR & Co. Inc. signed a stock and asset purchase agreement to acquire Arnotts Biscuits Holdings Pty Limited, Campbell Hong Kong Limited and related intellectual property and trademark license rights from Campbell Soup Company for approximately $2.2 billion.
KKR has obtained financing on the terms as contemplated by the debt commitment letter and equity commitment letter, provided to Campbell prior to execution of the agreement. In the event of termination, KKR & Co. Inc shall pay $154 million as termination fee to Campbell Soup. The transaction amounted to about 6.5 times EBITDA for a total debt load of about $1 billion. The transaction is subject to regulatory approval, pre-closing reorganization transactions completion and customary closing conditions and is expected to close in the first half of fiscal 2020. The proceeds from the sale shall be used to reduce debt.
Jefferies acted as financial advisor while Kathryn King Sudol, Ian C. Ho, Sandra P. Kister, Adam D. Shapiro, Lori E. Lesser, Katharine P. Moir Steven R. DeLott, Chen Zhang and Tristan Brown of Simpson Thacher & Bartlett LLP and Emin Altiparmak, Tom Story, Andrew Wiseman, Max Jones, Michael Morris, Michael Graves, Simon Dewberry, Brad White, Rachel Nicolson, Bill McCredie, Jacqueline Downes, Joseph Power, Craig Milner, David Donnelly, Geoff Sanders, Andrew Lee, Kye-Ren Cheong, Millie Grant, Hamish McHardy, Ellie Wyatt, and Maddy Ryan of Allens acted as legal advisors for KKR & Co. Inc. Centerview Partners LLC and Goldman Sachs & Co. LLC acted as financial advisor to Campbell Soup Company. Nicola Charlston, Cate Nagy, David Friedlander, Sharon Henrick, Michael J. Aiello, Jaclyn L. Cohen and Brian Parness of Weil, Gotshal & Manges LLP and Nicola Charlston, Cate Nagy, David Friedlander and Sharon Henrick of King & Wood Mallesons LLP acted as legal advisors to Campbell Soup Company. Philip Richter and Roy Tannenbaum of Fried Frank acted as legal advisors for Goldman Sachs and Centerview Partners. EY assisted with the sale of Campbell Soup Co's international division to KKR. UBS acted as financial advisor to KKR.