Keurig Green Mountain, Inc. entered into a definitive merger agreement to acquire Dr Pepper Snapple Group, Inc. (NYSE:DPS) in a reverse merger transaction on January 29, 2018. As part of transaction, shareholders of Keurig Green will receive shares of Dr Pepper in exchange ratio equal to the product of 6.6923 and the quotient obtained by dividing the number of fully diluted Dr Pepper shares by the number of fully diluted Keurig Green shares. Dr Pepper will pay a special dividend of $103.75 per share to its shareholders prior to the closing. Upon closing of the transaction, Keurig shareholders will hold 87% and Dr Pepper Snapple shareholders will hold 13% of the combined company. JAB Holding Company and its partners will together make an equity investment of $9 billion and the balance of the transaction financing will be provided through bridge financing commitment with JP Morgan Chase Bank, N.A., Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the lenders have committed to lend, severally but not jointly, initially to Maple Parent an amount up to $13.1 billion in the aggregate. Keurig Green Mountain, Inc. and Group will merge to form Keurig Dr Pepper Inc. As a result of the transaction, Dr Pepper Snapple will be renamed Keurig Dr Pepper Inc. and will trade under the symbol “KDP” on the New York Stock Exchange. In case of termination, Dr Pepper shall pay to Keurig Green a termination fee in the amount of $700 million and Keurig Green shall pay to Dr Pepper a reverse termination fee in the amount of $700 million. Bob Gamgort, current Chief Executive Officer of Keurig, will serve as Chief Executive Officer of the combined company and Ozan Dokmecioglu, current Chief Financial Officer of Keurig, will serve as its Chief Financial Officer. Dr Pepper Snapple President and Chief Executive Officer Larry Young intends to transition to a role on combined company’s Board of Directors to help the new management team realize the full potential of the company. Lambertus (Bart) Becht of JAB, will serve as Chairman of the combined company’s Board of Directors and Robert (Bob) Gamgort will become an Executive Director and Chief Executive Officer of the combined company. In addition, Olivier Goudet, Partner and Chief Executive Officer of JAB, Peter Harf, Senior Partner of JAB, Genevieve Hovde, Anna-Lena Kamenetzky, Partner and Head of Business Development of JAB, Paul S. Michaels, Pamela (Pam) Patsley, Gerhard (Gerd) Pleuhs, Robert (Bob) Singer, Dirk Van de Put, Larry D. Young, Anna-Lena Kamenetzky, Partner and Head of Business Development of JAB, will serve as a Directors of the combined company. Four additional Directors will be appointed by JAB, two Directors will be appointed by Dr Pepper Snapple, including Larry Young, two directors will be appointed by Mondelez International, and two independent directors will be appointed. Post completion, Jim Baldwin will be appointed as Chief Legal Officer General Counsel, Rodger Collins will be appointed as President Direct Store Delivery, Fernando Cortes will be appointed as Chief Supply Chain Officer, Lain Hancock will be appointed as Chief Strategy and Emerging Brands Officer, Derek Hopkins will be appointed as Chief Commercial Officer, Rich Jones will be appointed as Chief Integration and Supply Chain Transformation Officer, Andrew Loucks will be appointed as President Keurig Appliances, Meg Newman will be appointed as Chief Human Resources Officer, Maria Sceppaguercio will be appointed as Chief Corporate Affairs Officer, Andrew Springate will be appointed as Chief Marketing Officer, David Thomas will be appointed as Chief Research Development Officer, Jim Trebilcock will be appointed as Chief Franchise and International Officer. Keurig and Dr Pepper Snapple will continue to operate out of their current locations and Bob Gamgort, Chief Executive Officer of the combined company, will be based in Burlington, Massachusetts. Dr. Pepper Snapple will maintain dual headquarters in Burlington, MA, and Plano, TX. The transaction is subject to the approval of Dr Pepper Snapple shareholders, receipt of regulatory approvals, waiting period applicable to the consummation of the transaction under the HSR Act, all shares of Dr Pepper common stock to be issued in the transaction shall have been approved for listing on the NYSE, Dr Pepper Board has received the solvency opinion, the outstanding indebtedness of Dr Pepper and the Dr Pepper subsidiaries does not exceed $16.9 billion in the aggregate. The transaction is not subject to a financing condition. The transaction has been unanimously approved by the Dr Pepper Snapple Board of Directors. The Board of Directors of Keurig Green has also approved the transaction. The shareholders of Keurig Green have given written consent for the transaction. The completion of the transaction requires the approval by the holders of Dr Pepper common stock of an amendment to Dr Pepper certificate of incorporation to increase the number of authorized shares of common stock and the issuance of the shares pursuant to the agreement. The transaction is expected to close in the second calendar quarter of 2018. As of May 14, 2018, the transaction is expected to close in July, 2018. As of June 26, 2018, the annual meeting for obtaining the approval of shareholders is scheduled for June 29, 2018 and the transaction is expected to be completed on July 9, 2018. Goldman Sachs & Co. LLC, BDT & Company, LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and AFW LP acted as financial advisors to Keurig Green Mountain, Inc. Sean Doyle, Robert Banerjea, Jocelyn Dicker, Bruce Goldner, Matthew Hendrickson, Laura Kaufmann Belkhayat, Dohyun Kim, Maxim Mayer-Cesiano, Steven Messina, David Passes, Paul T. Schnell, Erica Schohn and David Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Keurig Green Mountain, Inc. Credit Suisse Securities (USA) LLC acted as financial advisor while Charles E. Engros, Jonathan D. Morris, Howard Kenny and James Z. Fang of Morgan, Lewis & Bockius LLP acted as legal advisors to Dr Pepper Snapple Group. Clifford Chance U.S. LLP acted as legal advisor to Mondelez International. McDermott Will & Emery LLP acted as tax counsel to Keurig Green Mountain, Inc. Centerview Partners LLC acted as financial advisor to Mondelez International Inc., an investor in Keurig Green Mountain, Inc. Computershare Trust Company, NA acted as the transfer agent to Dr Pepper Snapple on the transaction. John D. Bodrug and David Feldman of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Dr Pepper Snapple and advised on regulatory matters in relation to the acquisition. Alliance Advisors, LLC acted as proxy solicitor to Dr Pepper Snapple and will be paid a fee of $25,000. Credit Suisse Securities will be paid a fee of $50 million, of which a portion was payable upon the rendering of Credit Suisse’s opinion and $45 million is contingent upon consummation of the transaction. Keurig Green Mountain, Inc. completed the acquisition of Dr Pepper Snapple Group, Inc. (NYSE:DPS) in a reverse merger transaction on July 9, 2018.