Acquisition of StarBev (Tables)

12 Months Ended

Dec. 31, 2014

Business Acquisition, Pro Forma Information, Statements of Operations

his unaudited pro forma financial information is not intended to reflect the performance which would have actually resulted had the Acquisition been effected on the dates indicated. Further, the unaudited pro forma results of operations are not necessarily indicative of the results of operations that may be obtained in the future.



	For the year ended
	December 29, 2012⁽¹⁾
	(In millions, except per share amounts)
Net sales	$	4,257.0
Income from continuing operations before income taxes	$	720.8
Net income attributable to MCBC	$	559.0
Net income attributable to MCBC per share:
Basic	$	3.09
Diluted	$	3.08


(1)	The year ended December 29, 2012, includes actual results of Central Europe for the period from the Acquisition date of June 15, 2012.

Schedule of Business Acquisition, Fair Value of Consideration Transferred

The following table summarizes the purchase price, inclusive of pre-existing debt assumed and subsequently repaid, to acquire StarBev:



	Fair Value
	(In millions)
Cash consideration to Seller	$	1,816.0
Fair value of convertible note issued to Seller⁽¹⁾	645.9
Senior debt facilities with third-party creditor⁽²⁾	585.0
Total consideration	$	3,046.9
Cash, net of bank overdraft acquired⁽³⁾	$	(42.3	)
Subordinated deferred payment obligation ("SDPO") with third-party creditors⁽⁴⁾	423.4
Total purchase price, inclusive of pre-existing debt assumed and subsequently repaid	$	3,428.0


(1)	We issued a €500 million Zero Coupon Senior Unsecured Convertible Note due 2013 to the Seller upon close of the Acquisition. See Note 13, "Debt" for further discussion.


(2)	According to our agreement with the Seller and in accordance with the terms of the senior debt facility agreement, upon the closing of the Acquisition, we immediately repaid pre-existing StarBev third-party debt including accrued interest.


(3)	Consists of $143.6 million of cash acquired and $101.3 million of bank overdrafts assumed as part of Central Europe's cash pool arrangement and repaid during the third quarter of 2012.


(4)	We assumed the pre-existing StarBev $423.4 million SDPO payable to third-party creditors, which we subsequently repaid on June 29, 2012, in accordance with the terms of the SDPO agreement. The SDPO was held by private investors and accrued interest at 11%. The settlement of the SDPO was not required by our agreement with the Seller.

Schedule of Business Acquisition, Classification of Cash Flows Used

The following table represents the classifications of the cash flows used, which are included within our consolidated statement of cash flows for the year ended December 29, 2012:



	(In millions)
Operating activities⁽¹⁾	$	1.4
Investing activities⁽²⁾	2,257.4
Financing activities⁽¹⁾	424.3
Total cash used	$	2,683.1
Non-cash⁽³⁾	$	645.9


(1)	Includes the SDPO discussed above, which was assumed in the Acquisition and was subsequently repaid on June 29, 2012, for $425.7 million including the $1.4 million of interest incurred subsequent to the close of the Acquisition noted as "Operating activities" in the table above.


(2)	Includes $1,816.0 million of cash consideration to the Seller for shares acquired and release of StarBev's pre-existing obligations to the Seller. Also, included is $585.0 million of pre-existing third-party debt immediately repaid in accordance with our agreement with the Seller and the terms of the senior debt facility agreement. This amount is presented net of cash acquired of $143.6 million.


(3)	Reflects the $645.9 million fair value of the €500 million Zero Coupon Senior Unsecured Convertible Note issued to the Seller upon close of the Acquisition. See Note 13, "Debt" for further discussion.

Schedule of Assets Acquired And Liabilities Assumed

The following table represents the finalized allocation of the total consideration to the identifiable net assets, fair value of the noncontrolling interest, and resulting residual goodwill as of June 15, 2012. These allocated amounts were updated for immaterial changes in the first half of 2013 and are now finalized. During the second quarter of 2013 we recorded liabilities in several Central European countries primarily related to local country regulatory matters associated with pre-acquisition periods. During 2014, these matters were favorably resolved and we released the associated indirect-tax and income-tax-related reserves, inclusive of post-Acquisition accrued interest. See Note 19, "Commitments and Contingencies" for further discussion. We also made adjustments to the brand intangible assets, and related deferred tax impacts, as we completed our brand intangible asset valuation in the second quarter of 2013.



	Fair Value
	(In millions)
Cash and cash equivalents	$	143.6
Current assets⁽¹⁾	263.5
Properties	571.7
Other intangibles⁽²⁾	2,481.0
Other assets	36.7
Total assets acquired	$	3,496.5
Current liabilities⁽³⁾	849.0
Non-current liabilities⁽⁴⁾	456.1
Total liabilities assumed	$	1,305.1
Total identifiable net assets	$	2,191.4
Noncontrolling interest measured at fair value	40.6
Goodwill⁽⁵⁾	896.1
Total consideration	$	3,046.9


(1)	Includes trade receivables of $167.5 million and inventory of $57.3 million.

(2)

Includes the fair values of $145.6 million for brand intangibles with a 30 year useful life, $2,323.4 million for brand intangibles with an indefinite-life and a fair value of a favorable supply contract and other intangibles of $12.0 million with a 1.5 year useful life. See Note 12, "Goodwill and Intangible Assets" for further discussion of changes to intangible assets resulting from our annual goodwill and indefinite-lived intangible testing in 2014 and 2013.


(3)	Includes the $423.4 million SDPO assumed, which was subsequently repaid for $425.7 million on June 29, 2012.


(4)	Includes $404.0 million of deferred tax liabilities.

(5)

The goodwill resulting from the Acquisition is primarily attributable to Central Europe's licensed brand brewing, distribution and import business, anticipated synergies and the assembled workforce. We assigned the majority of the goodwill to our Europe reporting unit with a portion allocated to the Canada reporting unit resulting from synergies. The goodwill is not deductible for local tax purposes. See Note 12, "Goodwill and Intangible Assets" for further discussion.