Credit Suisse IBD Case Competition

Confidential
Credit Suisse IBD Case Com petition
October 2014
PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION
These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse AG or its Affiliates (hereafter Credit Suisse).
Case overview and questions

On January 13, 2014, Suntory Holdings Limited and Beam Inc. jointly announced that they had entered into a
definitive agreement under which Suntory would acquire all outstanding shares of Beam for $83.50 per share
in cash. This represented the second largest spirits deal ever (after the acquisition of Allied Domecq in
2005, on which CS advised Fortune Brands), with a total transaction value of approximately $16 billion. The
transaction created the worlds #3 premium spirits player with unparalleled expertise in the fast-growing
whisky category. Credit Suisse acted as financial advisor to Beam highlighting a long-standing relationship
with both Beam and its predecessor company, Fortune Brands.
Discuss the key considerations for both Suntory and Beam with regards to this transaction.
Specifically in your response, please address the following:

1) What was the strategic rationale for a cross border combination of these two companies?
2) Did the history of Beam (spun-off from Fortune in 2011) impact the course of events leading up to
the transaction?
3) How would you value Beam as of the date of the acquisition and what range of values do you
believe the Board would have considered attractive?
4) Why do you think Beam moved forward with the transaction without contacting a range of other
potential buyers pre-announcement and agreed to a no-shop provision?
5) What were the key risks and considerations of acquiring Beam from a buyers perspective?
Please subm it a one-page response m em o to Margaret Durkin (m argaret.durkin@creditsuisse.com ) by 5pm on Friday, Novem ber 7, 2014.
One response per team and ensure your team name is included
Confidential
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which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.
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summarized or otherwise referred to except as agreed in writing by Credit Suisse. The information used in preparing these materials was obtained from or through you or
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being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates
of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or
obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available
estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These
materials were designed for use by specific persons familiar with the business and the affairs of your company and Credit Suisse assumes no obligation to update or
otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or
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and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax
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banking transactions.
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Confidential

Credit Suisse IBD Case Com petition

Case overview and questions

Specifically in your response, please address the following:

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