Press Release

Morgan Lewis Advises Dr Pepper Snapple on Merger with Keurig Green Mountain, Helping Join Iconic Beverage Companies

Monday, January 29, 2018

NEW YORK, January 29, 2018: Morgan Lewis advised Dr Pepper Snapple Group, Inc. on its announced merger with Keurig Green Mountain, Inc. today, as the two agreed to combine to create Keurig Dr Pepper (KDP), a new beverage company of scale with a portfolio of iconic consumer brands and unrivaled distribution capability to reach virtually every point-of-sale in North America.

The new company will be the home of Dr Pepper, 7UP, Snapple, A&W, Mott’s, and Sunkist with leading coffee brand Green Mountain Coffee Roasters and the innovative Keurig single-serve coffee system, as well as more than 75 owned, licensed, and partner brands in the Keurig system. KDP will have pro forma combined 2017 annual revenues of approximately $11 billion.

Under the terms of the merger agreement, Dr Pepper Snapple shareholders will receive a special cash dividend of $103.75 per share and will retain their shares in Dr Pepper Snapple. Upon closing of the transaction, Keurig shareholders will hold 87% and Dr Pepper Snapple shareholders will hold 13% of the combined company.

The transaction is not subject to a financing condition and is expected to close in the second calendar quarter of 2018, subject to the approval of Dr Pepper Snapple shareholders and the satisfaction of customary closing conditions, including receipt of regulatory approvals.

The Morgan Lewis team was led by partners Charles Engros and Jonathan Morris and associates James Fang and Elin Lassen.