Allen & Overy has advised Imperial Tobacco Group PLC on its transformational acquisition of the U.S. Winston, Kool, Salem and Maverick tobacco cigarette brands and the U.S./UK blu e-cigarette brand from Reynolds American Inc following its acquisition of Lorillard Inc – tripling Imperial’s U.S. market share.
Reynolds has agreed to sell these brands to Imperial on the closing of the Lorillard acquisition in order to assuage potential anti-trust concerns, in a deal that will combine America’s second and third-largest tobacco companies. As part of the deal, British American Tobacco will inject USD4.7bn into the combined Reynolds/Lorillard entity in order to maintain the size of its 42% stake.
The Reynolds/Lorillard transaction and the Imperial acquisition are both conditional on anti-trust clearance by the FTC which is expected to take at least 6-9 months.
The transaction is being led by a joint UK/U.S. team headed by Corporate partners Jeremy Parr in London and Eric Shube in New York. Support in New York is being provided by associates Michael Maier, Loren Thomas, Leah Sauter, Natalie Montano, Jochem Beurskens and Erynne Lim and support in London is being provided by senior associates Sarah Shaw and Mark Davis, associates Ash Tiwari, Akshay Agrawal and Kaylee Lemieux and trainees Thomas Betts and Sophie Small.
Anti-trust advice is being provided by NY partner Elaine Johnston with support from David Ernst and Desma Polydorou.
The banking aspect of the transaction is being led by London Banking partner George Link with support from Ian Roebuck, Kenneth Ching, Abira Gupta, Arun Mal and Harpreet Boora. The expected pre-closing bond refinancing will be led by London partners Stephen Miller and Sachin Davé with support from Katy Reed and Tracy Tong.
Further specialist advice is being provided by Jim Ford, Nicola Dagg, Madelin Sinclair, Tom Brazier, Steven Baldwin and George Luther (IP), Brian Jebb, Shira Selengut and Mark Sorensen (Employment and Pensions), Dave Lewis and Brian Schultz (Tax), and Ken Rivlin, Molly Watters, Maria Bell and Allie Cheatham (Environmental and Regulatory).
