Treasury Wine Estates Limited (ASX:TWE) (TWE) agreed to acquire US and UK wine operations assets from Diageo plc (LSE:DGE) for $600 million on October 13, 2015. Treasury Wine Estates has agreed to acquire US and UK wine operations from Diageo Plc for a cash payment of $552 million and the assumption of capitalized leases of $48 million. TWE's acquisition of Diageo's US and UK wine operations will be partially funded through a fully underwritten pro-rata accelerated renounceable entitlement offer (with tradable retail entitlements) to raise approximately $356 million. The remainder of the required funding will be obtained through new, fully underwritten debt facilities of $306 million. The acquisition implies a transaction multiple of 7.9x Diageo's US and UK wine operations EBITDA (before synergies) for the twelve months to June 30, 2015. The acquisition is subject to certain regulatory approvals, including anti-trust approval in the US, and is expected to complete in approximately three months. The transaction is expected to deliver TWE low double digit percent earnings per share accretion in the first full fiscal year following the acquisition including phased synergies.

As of October 19, 2015, TWE completed the pro rata accelerated renounceable entitlement offer of new TWE ordinary shares to raise gross proceeds of approximately $486 million. As on October 30, 2015, the deal received early termination notice from HSR. The transaction is expected to be completed by January 1, 2016. As on November 4, 2015 US Federal Trade Commission has completed its review of the transaction and has no objection to the transaction proceeding.

Goldman Sachs Australia Pty. Ltd. acted as financial advisor to Treasury Wine Estates Limited. Shon Glusky, Stephanie Zeppa, Adam Freiman, Michael Peng, Bill Ziegelbauer, Adrian Smith, Brian Anderson, Rachel Hudson, Mike Orlando, David Van Pelt, Michael Chan, Amy Tranckino, Joan Story, Katherine Allen and Randy Short of Sheppard Mullin, Louise Wallace, Gemma Sainsbury, Samantha Dames, Matt Willoughby, Helen Arathimos and Ruth Jones of CMS acted as legal advisors for Diageo. Greg Mulley, Rodd Levy, Nick Pantlin, Christine Young, Andre Pretorius, Isaac Zalier, Isla Dentice-Wood, Alice Amrit, Grant Murtagh, Chris Gill, Simon Evans, Pindy Gainda and Laura Deacon of Herbert Smith Freehills, Farella Braun + Martel LLP and Stibbe N.V. acted as legal advisors for Treasury Wine Estates Limited.

Treasury Wine Estates Limited (ASX:TWE) completed the acquisition of US and UK wine operations assets from Diageo plc (LSE:DGE) on January 1, 2016.