Coca-Cola Company to Acquire North American Bottling Business from Coca-Cola Enterprises

Skadden is representing The Coca-Cola Company (Coca-Cola), which announced on Feb. 25 that it entered into agreements with Coca-Cola Enterprises Inc. (CCE) whereby, among other things, Coca-Cola will acquire the North American bottling business of CCE. CCE is a public company that is 34 percent owned by Coca-Cola. The transaction will be effected by way of a split-off of CCE's European businesses into a new publicly traded company that will be owned by CCE's existing stockholders (other than Coca-Cola), with Coca-Cola acquiring ownership of 100 percent of the existing public company. The split-off is expected to be tax-free to CCE, Coca-Cola and CCE's existing stockholders (except for cash received by stockholders). Consideration for the acquisition includes Coca-Cola's $3.4 billion equity ownership in CCE and the assumption of $8.88 billion of CCE debt. The parties also agreed in principle to a transaction whereby CCE will acquire the Norway and Sweden bottling operations of Coca-Cola for $822 million. The transaction also grants CCE certain rights to acquire Coca-Cola's interest in its German bottling operations.

Coca-Cola is the world's largest beverage company, and CCE is the world's largest marketer, producer and distributor of nonalcoholic beverages.