New Deal for Anheuser-Busch InBev/Modelo and Constellation Brands

What’s New?

In a press release this morning, Anheuser-Busch InBev, Grupo Modelo and Constellation Brands announced a revised merger agreement that completely divests Grupo Modelo’s interest in the U.S. in perpetuity.  Under the terms of this revised agreement, STZ will acquire (in addition to the Crown JV as originally contemplated) Compania Cervecera de Coahuila, an asset that includes Grupo Modelo’s brewery in Northern Mexico as well as the profit stream associated with the sale of beer to Crown.    The total compensation now moves to approximately $4.75 billion ($2.90 billion for the brewery and $1.85 billion for Crown).

This revised agreement provides for STZ’s complete control over all aspects, including production, of Grupo Modelo’s brands in the United States, effectively establishing STZ as the third largest brewer in the U.S

Almost certainly, this revised agreement was created within the context of the ongoing discussions with the Department of Justice, satisfying most, if not all, of the concerns expressed in the DOJ’s complaint, making regulatory approval extremely likely.

What Does it Mean?


As some background, there are two profit streams associated with the sale of Grupo Modelo’s brands in the United States.

  1. Crown JV - $2.5 billion of revenue, $430 million of EBIT – to be acquired by STZ under original agreement
  2. Compania Cervecera de Coahuila - $310 million of EBITDA derived the manufacturing and licensing of the Modelo brands to the Crown JV

STZ will own the entirety of the profit pool associated with the sale of Grupo Modelo’s brands in the United States.  The quick and dirty math is as follows (2013):

  1. Approximately $660 million of EBITDA generated by the wine and spirits business at STZ
  2. An incremental $450 million of EBIT/EBITDA to be acquired under the terms of the original transaction (likely very little depreciation as there were few assets associated with the deal)
  3. $310 million of EBITDA associated with Compania Cervecera de Coahuila
  4. $1,420 million in total EBITDA at Constellation (roughly and conservatively)
  5. At $40 per STZ share, we conservatively estimate EV/EBITDA at 10.5x – for perspective, TAP trades at 9.4x a 2013 EBITDA number we don’t think that the company will achieve

The Good and the Bad

  1. Positive – deal almost certainly gets done having satisfied the bulk of the concerns expressed by the DOJ
  2. Positive – STZ becomes the 3rd largest brewer in the U.S. with a premium portfolio in the fastest growing segment of the U.S. beer market
  3. Negative – new transaction moves STZ between 5.0 – 5.5x debt to EBITDA
  4. Negative - deal moves from asset light to asset heavy for STZ – there were virtually no assets associated with the original deal.  Under the modified terms, STZ owns a brewery and one that needs to be expanded over time to meet the demands of the Crown JV, to the tune of $400 million in CAPEX over three years



Obviously, today's news justifies our view that the value of the transaction to Anheuser-Busch InBev was so substantial globally that the company was willing to make significant concessions related to the business in the U.S.  With the closing of the deal highly likely now that the transaction has been revised, we believe that STZ should move to the mid-$40's based upon our math.  We suspect that the first print of the day will be close to $41 and that buyers come into what will be a very different Constellation Brands going forward.  We may even get a couple of upgrades from the shops that downgraded the name at $31 last week.




Robert  Campagnino

Managing Director





Matt Hedrick

Senior Analyst

Cartoon of the Day: 'Biggest Tax Cut Ever'

President Donald Trump's economic team unveiled what he called last week, "the biggest tax cut we’ve ever had.” Before you get too excited about that hang on a sec. "Trump Tax Reform ain’t gettin’ done anytime soon," Hedgeye CEO Keith McCullough wrote in today's Early Look.

read more

Neurofinance: The Psychology Behind When To Sell A Bull Market

"Most momentum investors stay invested too long, under-reacting and holding tight after truly bad news finally arrives to break the trend," writes MarketPsych's Richard Peterson.

read more

Energy Stocks: Time to Buy the Dip? | $XLE

What the heck is happening in the Energy sector (XLE)? Energy stocks have trailed the S&P 500 by a whopping 15% in 2017. Before you buy the dip, here's what you need to know.

read more

Cartoon of the Day: Hard-Headed Bears

How's this for "hard data"? So far, 107 of 497 S&P 500 companies have reported aggregate sales and earnings growth of 4.4% and 13.2% respectively.

read more

Premium insight

McCullough [Uncensored]: When People Say ‘Everyone is Bullish, That’s Bulls@#t’

“You wonder why the performance of the hedge fund indices is so horrendous,” says Hedgeye CEO Keith McCullough, “they’re all doing the same thing, after the market moves. You shouldn’t be paid for that.”

read more

SECTOR SPOTLIGHT Replay | Healthcare Analyst Tom Tobin Today at 2:30PM ET

Tune in to this edition of Sector Spotlight with Healthcare analyst Tom Tobin and Healthcare Policy analyst Emily Evans.

read more

Ouchy!! Wall Street Consensus Hit By Epic Short Squeeze

In the latest example of what not to do with your portfolio, we have Wall Street consensus positioning...

read more

Cartoon of the Day: Bulls Leading the People

Investors rejoiced as centrist Emmanuel Macron edged out far-right Marine Le Pen in France's election day voting. European equities were up as much as 4.7% on the news.

read more

McCullough: ‘This Crazy Stat Drives Stock Market Bears Nuts’

If you’re short the stock market today, and your boss asks why is the Nasdaq at an all-time high, here’s the only honest answer: So far, Nasdaq company earnings are up 46% year-over-year.

read more

Who's Right? The Stock Market or the Bond Market?

"As I see it, bonds look like they have further to fall, while stocks look tenuous at these levels," writes Peter Atwater, founder of Financial Insyghts.

read more

Poll of the Day: If You Could Have Lunch with One Fed Chair...

What do you think? Cast your vote. Let us know.

read more

Are Millennials Actually Lazy, Narcissists? An Interview with Neil Howe (Part 2)

An interview with Neil Howe on why Boomers and Xers get it all wrong.

read more