Winston & Strawn Serves as Legal Advisor for Keurig Dr Pepper’s Acquisition of GHOST

Keurig Dr Pepper (KDP) entered into a definitive agreement to acquire GHOST Lifestyle and GHOST Beverages, a lifestyle sports nutrition business. Winston & Strawn acted as legal advisor, and Morgan Stanley served as financial advisor, to GHOST. BofA Securities served as financial advisor to Keurig Dr Pepper, with Cleary Gottlieb Steen & Hamilton acting as legal advisor._x000D_
_x000D_
Under the terms of the agreement, KDP will initially purchase a 60% stake in GHOST, which will be followed by the acquisition of the remaining 40% stake in 2028. The transaction is subject to customary closing conditions, with the initial step expected to close in late 2024 or early 2025. GHOST will continue to be led by co-founders Dan Lourenco and Ryan Hughes and will operate as part of KDP’s U.S. Refreshment Beverages segment._x000D_
_x000D_
“GHOST is a differentiated brand with significant growth potential, and we are excited to partner with its founders to take the business to the next level. This acquisition strengthens our position in the attractive energy drink category, accelerating our portfolio evolution toward consumer-preferred, growth-accretive spaces through a disciplined deal structure,” Tim Cofer, CEO of KDP, said. “The energy category is poised for continued long-term growth, which KDP expects to increasingly capture through our platform-based approach. KDP’s portfolio of complementary energy brands is aligned against distinctive consumer need states and, together, these offerings will unlock significant growth and scale benefits across our entire DSD portfolio.”_x000D_
_x000D_
“We could not be more excited to build the future of GHOST together with KDP. As we thought about our company’s next chapter, KDP’s track record of cultivating disruptive brands, similar challenger mindset, and shared vision for the energy category and beyond made it the right home for our brand and team,” Dan Lourenco, CEO and co-founder of GHOST, said. “We are excited to pair KDP’s insights and capabilities with our products and people and know that together we will continue to scale and build GHOST towards our vision of a 100-year brand.”_x000D_
_x000D_
The company will fully consolidate GHOST into its financial results upon close and expects the transaction to be neutral to modestly accretive to adjusted EPS starting in 2025. In the first stage of the transaction, the company will make an initial cash investment of approximately $990 million in exchange for a 60% ownership stake in GHOST. Net of anticipated cash tax benefits with a net present value of approximately $140 million, the enterprise valuation at this step represents an approximate 3x net revenue multiple on a projected 2024 basis._x000D_
_x000D_
In the second stage of the transaction, KDP will purchase the outstanding 40% stake in 2028 at a pre-negotiated valuation scale that will reflect GHOST’s 2027 financial performance. Starting in mid-2025, KDP also expects to invest up to $250 million to transition GHOST Energy’s existing distribution agreements ahead of beginning to sell and distribute the brand through the company’s direct store delivery network.