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of any remedial order and should not If the Commission orders some form Any person desiring to submit a change hemophilia medications within of remedy, the U.S. Trade document to the Commission in fifty days? Representative, as delegated by the confidence must request confidential (c) If patients need to travel to and President, has 60 days to approve or treatment. All such requests should be schedule appointments at HTCs, is the disapprove the Commission’s action. directed to the Secretary to the sixty day grace period sufficient? See Presidential Memorandum of July Commission and must include a full (d) If all patients currently using 21, 2005. 70 FR 43251 (July 26, 2005). statement of the reasons why the Novoeight need to begin seeking During this period, the subject articles Commission should grant such alternative treatments at the same time, would be entitled to enter the United treatment. See 19 CFR 201.6. Documents is the availability of medical States under bond, in an amount for which confidential treatment by the professionals qualified to treat determined by the Commission and Commission is properly sought will be hemophilia A sufficient to meet that prescribed by the Secretary of the treated accordingly. All information, spike in demand such that all patients Treasury. The Commission is, therefore, including confidential business can find alternative treatments within a interested in receiving submissions information and documents for which sixty day time frame? concerning the amount of the bond that confidential treatment is properly (e) If the Commission were to limit a should be imposed if a remedy is sought, submitted to the Commission for remedy so that patients who cannot find ordered. purposes of this Investigation may be an alternative medicine within sixty Written Submissions: The parties to disclosed to and used: (i) By the days (or other time period), despite the investigation are requested to file Commission, its employees and Offices, reasonable efforts, can continue to written submissions responding to the and contract personnel (a) for obtain Novoeight, how could the above question regarding anticipation developing or maintaining the records Commission do so without placing any under 35 U.S.C. 102(g) of the asserted of this or a related proceeding, or (b) in or only a minimal burden on patients or claims of the ’061 patent. Parties to the internal investigations, audits, reviews, medical professionals and still investigation, interested government and evaluations relating to the guarantee access to Novoeight by those agencies, and the public are encouraged programs, personnel, and operations of patients? Could such a limit on the to file written submissions on the issues the Commission including under 5 remedy be crafted so that the parties, of remedy, the public interest, and U.S.C. Appendix 3; or (ii) by U.S. Customs and Border Protection (‘‘CBP’’), bonding; and such submissions should government employees and contract U.S. distributors and vendors, doctors, address the recommended personnel, solely for cybersecurity determination by the ALJ on remedy, and patients can maintain reliable purposes. All nonconfidential written public interest, and bonding, and the supplies of Novoeight for patients in submissions will be available for public questions posed above. Complainants need? inspection at the Office of the Secretary are requested to submit proposed (9) If the Commission were to tailor and on EDIS. remedial orders for the Commission’s any remedial order to allow current The authority for the Commission’s consideration. Complainants and OUII users to continue to reliably obtain determination is contained in section are also requested to state the date that Novoeight, how could the Commission 337 of the Tariff Act of 1930, as the subject patents expire and the amended (19 U.S.C. 1337), and in part draft such an exception? Could such an HTSUS numbers under which the exception be crafted so that the parties, 210 of the Commission’s Rules of accused products are imported. Practice and Procedure (19 CFR part CBP, U.S. distributors and vendors, the Complainants are further requested to 210). appropriate decisionmakers, doctors or supply the names of known importers of other prescribers, and patients can the products at issue in this By order of the Commission. maintain reliable supplies of Novoeight investigation. The written submissions Issued: July 29, 2016. for patients in need while providing no and proposed remedial orders must be Katherine M. Hiner, or only a minimal burden on medical filed no later than close of business on Acting Supervisory Attorney. professionals and patients? August 19, 2016. Reply submissions (10) If the Commission were to issue [FR Doc. 2016–18464 Filed 8–3–16; 8:45 am] must be filed no later than the close of BILLING CODE 7020–02–P a remedial order, to what extent should business on August 26, 2016. No further the Commission craft the remedy so that submissions will be permitted unless individuals who are seeking treatment otherwise ordered by the Commission. for hemophilia A for the first time and Persons filing written submissions DEPARTMENT OF JUSTICE for whom relevant alternative must file the original document Antitrust Division medications are not suitable could electronically on or before the deadlines access Novoeight? For example, stated above and submit eight true paper v. Anheuser-Busch (a) If such modification is appropriate, copies to the Office of the Secretary by InBev SA/NV et al.; Proposed Final how could it be accomplished? noon the next day pursuant to section Judgment and Competitive Impact (b) What standards should a physician 210.4(f) of the Commission’s Rules of Statement or other decisionmaker use to determine Practice and Procedure (19 CFR whether such medicines are suitable for 210.4(f)). Submissions should refer to Notice is hereby given pursuant to the the patient? the investigation number (‘‘Inv. No. Antitrust Procedures and Penalties Act, (c) Could such a limit on the remedy 337–TA–956’’) in a prominent place on 15 U.S.C. 16(b)–(h), that a proposed be crafted so that the parties, CBP, U.S. the cover page and/or the first page. (See Final Judgment, Stipulation, and distributors and vendors, the Handbook for Electronic Filing Competitive Impact Statement have appropriate decisionmakers, doctors or Procedures, http://www.usitc.gov/ been filed with the United States other prescribers, and patients can secretary/fed_reg_notices/rules/ District Court for the District of maintain reliable supplies of Novoeight handbook_on_electronic_filing.pdf). Columbia in United States of America v. for patients in need while providing no Persons with questions regarding filing Anheuser Busch InBev SA/NV et al., or only a minimal burden on medical should contact the Secretary (202–205– Civil Action No. 1:16–cv–01483. On professionals and patients? 2000). July 20, 2016, the United States filed a

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Complaint alleging that the proposed Complaint distribution of their , thereby acquisition by Anheuser-Busch InBev 1. The United States of America restricting their ability to serve the SA/NV (‘‘ABI’’) of SABMiller plc brings this civil antitrust action to millions of Americans who spend over (‘‘SABMiller’’) would violate Section 7 enjoin Anheuser-Busch InBev SA/NV $100 billion on every year. These of the Clayton Act, 15 U.S.C. 18. The (‘‘ABI’’) from acquiring SABMiller plc exclusionary effects would fall proposed Final Judgment, filed at the (‘‘SABMiller’’). The United States especially on brewers and consumers of same time as the Complaint, requires alleges as follows: high-end beers that have served as an the divestiture of SABMiller’s equity important constraint on ABI’s ability to and ownership stake in MillerCoors I. Nature of the Action raise the price of its beers, and thus LLC, which is the joint venture through 2. On November 11, 2015, ABI agreed would allow ABI to charge consumers which SABMiller conducts substantially to acquire SABMiller in a transaction higher prices for its beers. all of its operations in the United States, valued at $107 billion. 8. ABI, as the largest U.S. brewer, uses and SABMiller’s world-wide rights to 3. ABI is the largest brewing company a variety of practices and contractual Miller-branded beers. ABI must also both in the United States and provisions to promote exclusivity from offer the acquirer of the divested assets worldwide. In the United States, ABI distributors that sell ABI beer. Among perpetual, fully paid-up, royalty-free accounts for approximately 47% of all other things, ABI has established licenses to permit the acquirer to beer sales.1 financial incentive programs that manufacture, import, distribute, market, 4. SABMiller is the second-largest reward distributors based on the and sell certain SABMiller-owned beers global brewing company. In the United percentage of ABI beer that a distributor in the United States. The proposed Final States, SABMiller owns 58% of sells as compared to the beer of ABI Judgment also requires ABI to undertake MillerCoors LLC (‘‘MillerCoors’’), which competitors. Moreover, ABI insists on certain actions and refrain from certain is a joint venture between SABMiller contractual terms that limit a conduct for the purposes of remedying and Molson distributor’s ability to promote and sell the potential loss of competition alleged (‘‘Molson Coors’’). In the United States, a competitor’s beer. If permitted to in the Complaint. MillerCoors is the second-largest acquire SABMiller, ABI would be able Copies of the Complaint, proposed brewing company, accounting for 25% to expand these practices in its current Final Judgment, and Competitive Impact of all beer sales, and is ABI’s largest distribution channel and to pursue a Statement are available for inspection competitor. similar strategy with distributors that on the Antitrust Division’s Web site at 5. ABI and MillerCoors are the two currently sell the beers of MillerCoors http://www.justice.gov/atr and at the largest brewers in local beer markets and third-party rivals. Consequently, Office of the Clerk of the United States throughout the United States and have ABI’s acquisition of a controlling District Court for the District of combined market shares that range from interest in MillerCoors via its Columbia. Copies of these materials may 37% to 94% of beer sales in 58 acquisition of SABMiller would likely be obtained from the Antitrust Division Metropolitan Statistical Areas (‘‘MSA’’) harm competition by undermining the upon request and payment of the in the United States.2 In more than 15 ability of its remaining rivals to compete copying fee set by Department of Justice of these MSAs, ABI and MillerCoors with ABI, leading to higher prices, fewer regulations. jointly account for 70% or more of beer choices, and less innovative products for U.S. beer consumers. Public comment is invited within 60 sales. 6. ABI’s proposed acquisition of 9. For these reasons, ABI’s proposed days of the date of this notice. Such SABMiller would give ABI a majority acquisition of SABMiller violates comments, including the name of the ownership interest in and 50% Section 7 of the Clayton Act, 15 U.S.C. submitter, and responses thereto, will be governance rights over MillerCoors. 18, and should be permanently posted on the Antitrust Division’s Web Consequently, this transaction would enjoined. site, filed with the Court, and, under eliminate head-to-head competition certain circumstances, published in the II. Jurisdiction, Venue, and Interstate between the two largest brewers in the Federal Register. Comments should be Commerce United States—ABI and MillerCoors— directed to Peter Mucchetti, Chief, both nationally and in every local 10. The United States brings this Litigation I, Antitrust Division, market in the United States. This action pursuant to Section 15 of the Department of Justice, 450 Fifth Street reduction in competition would likely Clayton Act, as amended, 15 U.S.C. 25, NW., Suite 4100, , DC 20530 result in increased beer prices and fewer to prevent and restrain Defendants ABI (telephone: 202–353–4211). choices for beer consumers across the and SABMiller from violating Section 7 Patricia A. Brink, United States. of the Clayton Act, as amended, 15 Director of Civil Enforcement. 7. This transaction threatens other U.S.C. 18. The Court has subject matter likely anticompetitive effects. ABI’s jurisdiction over this action pursuant to United States District Court for the proposed acquisition of SABMiller Section 15 of the Clayton Act, 15 U.S.C. District of Columbia would increase ABI’s incentive and 25, and 28 U.S.C. 1331, 1337(a), and UNITED STATES OF AMERICA, U.S. ability to disadvantage its remaining 1345. Department of Justice, Antitrust Division, 450 rivals by limiting or impeding the 11. ABI and SABMiller produce and Fifth Street NW., Suite 4100, Washington, DC sell beer in the flow of interstate 20530, Plaintiff, v. ANHEUSER-BUSCH 1 National market shares are based on dollar-sales commerce and their production and sale InBEV SA/NV, Brouwerijplein, 1, 3000 data from IRI, a market research firm, whose data of beer substantially affect interstate are commonly used by industry participants. The Leuven, Belgium, and SABMILLER plc, national market shares reflect only off-premise commerce. ABI and SABMiller have SABMiller House, Church Street West, sales. ABI accounts for approximately 35% of dollar each consented to personal jurisdiction Woking, Surry, GU21 6HS, United Kingdom, sales of beer made only through grocery stores. and venue in this judicial district for Defendants. 2 The MSAs are defined by IRI. These 58 MSAs purposes of this action. Venue is proper represent every MSA in the United States for which CASE NO.: 1:16–cv–01483 reliable data are available at the MSA level. MSA- for ABI, a Belgium corporation, and JUDGE: Emmet G. Sullivan level data reflect dollar sales of beer only through SABMiller, a United Kingdom FILED: 07/20/2016 grocery stores. corporation, in this judicial district

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under Section 12 of the Clayton Act, 15 premium beers are priced lower than high-end brands, consumers are U.S.C. 22, and 28 U.S.C. 1391. premium beers and are generally increasingly willing to trade up from perceived as being of lower quality than one category of brands to another. III. The Defendants and the United premium beers. Consequently, competition in the high- States Beer Industry 17. The premium segment generally end beer segment serves as an important A. The Defendants consists of medium-priced American constraint on the ability of ABI and beers, such as ABI’s , 12. ABI is a corporation organized and MillerCoors to raise—either unilaterally and the Miller and Coors brand families, existing under the laws of Belgium, with or through coordination—beer prices in including the ‘‘light’’ varieties.3 its headquarters in Leuven, Belgium. the United States. 18. The sub-premium and premium ABI owns and operates 19 in segments accounted for 69% of all beer C. Beer Distribution in the United States the United States. ABI owns more than sold in the United States in 2015. 24. Most brewers use distributors to 40 major beer brands sold in the United 19. The high-end segment generally States, including Bud Light—the top- merchandise, sell, and deliver beer to consists of craft beers, which are often retailers. Those retailers are primarily selling beer brand in the United States— produced in small-scale breweries, and and other popular beer brands, such as grocery stores, large retailers (such as imported beers. High-end beers sell at a Target and Walmart), convenience Budweiser, Busch, Michelob, Natural wide variety of prices, most of which Light, Stella Artois, Shock Top, Goose stores, liquor stores, restaurants, and are higher than the prices for premium bars. Retailers, in turn, sell beer to Island, and Beck’s. beers. Examples of high-end craft beers 13. SABMiller is a corporation consumers. Beers brewed in foreign include Dogfish Head, Flying Dog, and countries are typically sold to an organized and existing under the laws of Sam Adams. Examples of high-end the United Kingdom, with its importer that resells the beer to imports include Corona, Stella Artois, distributors. headquarters in London, England. and Peroni. SABMiller operates in the United States 25. Distributors owned by ABI 20. High-end beers account for a currently distribute about 9% of ABI’s through its 58% ownership interest in much smaller portion of the beer sold by the MillerCoors joint venture. beer in the United States. These ABI and MillerCoors in the United distributors typically distribute only 14. MillerCoors is a limited liability States than premium and sub-premium company organized and existing under brands that are owned by or affiliated beer. However, over the last five years, with ABI. To the extent that ABI-owned the laws of the State of Delaware, with the high-end beer segment’s market its principal place of business in distributors sell beer brands that are not share in the United States has increased owned by or affiliated with ABI, those Chicago, Illinois. Under MillerCoors’ from 21% to 31%, while the market corporate governance structure, brands tend to be local craft beers with share of the premium and sub-premium limited sales and high operating costs. SABMiller and Molson Coors, through segments has decreased from 79% to their designated representatives, have 26. Almost all of the remaining 69%. volume of ABI’s beer is sold by an equal right to govern MillerCoors. 21. Historically, ABI has employed a distributors who sell large volumes of MillerCoors owns and operates 12 ‘‘price leadership’’ strategy whereby ABI beer, including the Budweiser and breweries in the United States. ABI, as the largest U.S. brewer, seeks to Bud Light brands of beer, but are not MillerCoors has the sole right to establish industry-wide price increases owned by ABI (‘‘ABI-Affiliated produce and sell in the United States by being the first brewer to announce its Wholesalers’’). ABI beer brands account more than 40 major brands of beer, prices for the upcoming year. In most for approximately 90% by volume, on including and — local markets, ABI is the market share average, of the beer sold by ABI- the second- and fourth-highest selling leader and issues its price Affiliated Wholesalers. ABI-Affiliated beer brands in the United States. announcement first, purposely making Wholesalers often also distribute high- MillerCoors also has the right to its price increases transparent to the end beers that compete with ABI’s produce and sell in the United States market so its competitors will follow its beers, such as Heineken or Sam Adams. other popular beer brands, such as lead. These price increases vary by 27. ABI exerts considerable influence Miller Genuine Draft, Coors Banquet, region, but typically cover a broad range over ABI-Affiliated Wholesalers, in part and . In addition, of beer brands and packages. MillerCoors has the exclusive right to 22. For many years, MillerCoors has by requiring that these distributors enter import into and sell in the United States followed ABI’s price increases to a into a Wholesaler Equity Agreement certain beer brands owned by significant degree. (‘‘Equity Agreement’’) with ABI. The SABMiller, including Peroni, Grolsch, 23. Brewers with a broad portfolio of Equity Agreement contains a number of and . beer brands, such as ABI and provisions that are designed to encourage ABI-Affiliated Wholesalers to B. Beer Segments in the United States MillerCoors, seek to maintain ‘‘price gaps’’ between each beer segment to sell and promote ABI’s beer brands 15. Beers sold in the United States are minimize competition across segments. instead of the beer brands of ABI’s segmented based on price and quality. As ABI has continued to raise premium competitors. Beers in the United States can generally prices, it is increasingly concerned 28. For example, the Equity be grouped into three segments: Sub- about the threat of high-end brands Agreement prohibits an ABI-Affiliated premium, premium, and high-end. A constraining its ability to lead future Wholesaler from requesting that a bar large majority of the beers sold by ABI price increases. As the prices of replace an ABI tap handle with a and MillerCoors in the United States fall premium brands approach the prices of competitor’s tap handle or that a retailer into the premium and sub-premium replace ABI shelf space with a beer segments. 3 ABI also identifies a ‘‘premium plus’’ segment competitor’s beer. Further, the Equity 16. The sub-premium segment, also that consists largely of American beers that are Agreement prohibits an ABI-Affiliated referred to as the value segment, priced somewhat higher than Budweiser and Bud Wholesaler from compensating its Light. Examples of beers that ABI identifies as salespeople for their sales of competing generally consists of lager beers, such as ‘‘premium plus’’ beers include Bud Light Lime, Bud Natural and branded beer, and Light Platinum, Bud Light Lime-a-Rita, and beer brands (such as a dollar-per-case some ales and . Sub- Michelob Ultra. incentive) unless it provides the same

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incentives for sales of certain ABI beer assessment of local demand for their 40. Market concentration is often one brands. beer, local competitive conditions, and useful indicator of the level of 29. ABI also provides payments to local brand strength. Thus, the price for competitive vigor in a market and the ABI-Affiliated Wholesalers based on a brand of beer can vary by local market. likely competitive effects of a merger. their ABI ‘‘alignment,’’ that is, the 35. Brewers are able to price The more concentrated a market, and amount of ABI beer that they sell differently in different locations, in part the more a transaction would increase relative to the beer of ABI competitors. because arbitrage across local markets is concentration in a market, the more For example, under a program known as unlikely to occur. Consumers buy beer likely it is that the transaction would the Voluntary Anheuser-Busch near their homes and typically do not result in harm to consumers by Incentive for Performance Program, ABI travel to other areas to buy beer when meaningfully reducing competition. offers ABI-Affiliated Wholesalers that prices rise. Also, distributors’ contracts 41. Concentration in relevant markets are 90% or more ‘‘aligned’’ a payment with brewers and importers contain for each case-equivalent of ABI beer territorial limits and prohibit is typically measured by the Herfindahl- they sell. The size of the payment distributors from reselling beer outside Hirschman Index (or ‘‘HHI,’’ defined increases based on the ABI-Affiliated their territories. In addition, each state and explained in Appendix B). Markets Wholesaler’s level of alignment. Only has different laws and regulations in which the HHI is in excess of 2,500 the sales of very small, local craft beers regarding beer distribution and sales points are considered highly are excluded from the calculation of an that would make arbitrage unfeasible. concentrated. See U.S. Dep’t of Justice & ABI-Affiliated Wholesaler’s level of Fed. Trade Comm’n, Horizontal Merger alignment. 36. A hypothetical monopolist of beer sold in each MSA in the United States Guidelines ¶ 5.3 (revised Aug. 19, 2010) IV. The Relevant Market would likely increase its prices in that (‘‘Merger Guidelines’’), https:// www.justice.gov/atr/horizontal-merger- A. Relevant Product Market local market by at least a small but significant and non-transitory amount. guidelines-08192010. 30. Beer is a relevant product market Therefore, these areas are relevant 42. The beer industry in the United and line of commerce under Section 7 geographic markets and ‘‘sections of the States is highly concentrated and would of the Clayton Act. Beer is usually made country’’ within the meaning of Section become even more concentrated as a from a malted cereal grain, flavored 7 of the Clayton Act. with hops, and brewed via a result of ABI’s proposed acquisition of 37. Competition also exists among fermentation process. Beer’s taste, SABMiller. Market share estimates brewers on a national level, which alcohol content, image, price, and other demonstrate that nationally, and in all affects local markets throughout the factors make it substantially different but three local geographic markets United States. Decisions about beer from other alcoholic beverages. identified in Appendix A, the post- 31. Other alcoholic beverages, such as brewing, marketing, and brand building acquisition HHI would exceed 2,500 wine and distilled spirits, are not typically take place on a national level. points. In one local market (the Wichita, sufficiently substitutable to discipline a In addition, a significant portion of beer Kansas MSA), the post-acquisition HHI small but significant and non-transitory advertising is placed on national would be more than 8,900. Moreover, television, and brewers commonly increase in the price of beer, and the HHI would increase in every compete for national retail accounts. relatively few consumers would relevant geographic market by at least General pricing strategy also typically substantially reduce their beer 680 points. Based on the resulting HHI originates at a national level. purchases in the event of such a price measures of concentration, and the 38. A hypothetical monopolist of beer increase. Therefore, a hypothetical increase in concentration that would sold in the United States would likely monopolist producer of beer likely result from the transaction, ABI’s increase its prices by at least a small but would increase its prices by at least a proposed acquisition of SABMiller is small but significant and non-transitory significant and non-transitory amount. presumptively anticompetitive. See amount. Accordingly, the United States is a relevant geographic market under Merger Guidelines ¶ 5.3. B. Relevant Geographic Market Section 7 of the Clayton Act. B. ABI’s Acquisition of SABMiller 32. ABI and MillerCoors are the two Would Eliminate Head-to-Head largest brewers in local markets V. ABI’s Acquisition of SABMiller Is Likely To Result in Anticompetitive Competition Between ABI and throughout the United States. Appendix MillerCoors A lists the 58 MSAs in the United States Effects for which reliable data on beer sales are A. The Relevant Markets Are Highly 43. Today, ABI and MillerCoors available. These and the other MSAs in Concentrated and the Proposed compete directly against each other both the United States are relevant Acquisition Is Presumptively Illegal nationally and in every local market in geographic markets for antitrust the United States. purposes. These local markets currently 39. The relevant beer markets are benefit from head-to-head competition highly concentrated and would become 44. ABI’s proposed acquisition of between ABI and MillerCoors, and in significantly more concentrated as a SABMiller would give ABI a majority each local market the proposed result of the proposed acquisition. ABI ownership interest in and 50% acquisition would likely substantially and MillerCoors jointly account for governance rights over MillerCoors and lessen competition. approximately 72% of the national beer thereby eliminate competition between 33. The relevant geographic markets market. In every local market for which the two largest beer brewers in the for analyzing the effects of the proposed reliable data are available, ABI and United States. Thus, ABI’s acquisition of acquisition are best defined by the MillerCoors have a combined market SABMiller would likely substantially locations of the customers who share that ranges from 37% to 94%. lessen competition both nationally and purchase beer, rather than by the Indeed, in 18 MSAs, ABI and in every local market in the United locations of breweries. MillerCoors have a combined market States, and therefore violate Section 7 of 34. Brewers develop pricing and share of 70% or greater. See Appendix the Clayton Act. promotional strategies based on an A.

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C. ABI’s Acquisition of SABMiller within each relevant market include: (i) entering into or carrying out any other Would Increase ABI’s Incentive and The substantial time and expense agreement, understanding, or plan by Ability to Disadvantage High-End Rivals required to build a brand’s reputation; which ABI would acquire, be acquired by Limiting Their Distribution (ii) the substantial sunk costs for by, or merge with SABMiller or 45. ABI’s proposed acquisition of promotional and advertising activity MillerCoors; SABMiller would also harm needed to secure the distribution and 3. That the United States be awarded competition by increasing ABI’s placement of a new entrant’s beer costs in this action; and products in retail outlets; (iii) the time incentive and ability to engage in 4. That the United States have such anticompetitive conduct that limits and and cost of building new breweries and other facilities; and (iv) the difficulty of other relief as the Court may deem just impedes the distribution of its high-end and proper. rivals’ beer. With the elimination of developing an effective network of beer MillerCoors as a competitive constraint, distributors with incentives to promote Dated: July 20, 2016 ABI’s high-end rivals would become a and expand a new entrant’s sales. Respectfully submitted, 49. The anticompetitive effects of the more important constraint on ABI’s FOR PLAINTIFF UNITED STATES OF proposed acquisition are not likely to be ability to raise beer prices. AMERICA: eliminated or mitigated by any 46. ABI currently encourages ABI- llllll/s/llllll Affiliated Wholesalers to limit their efficiencies the proposed acquisition SONIA K. PFAFFENROTH sales of the beers of ABI’s high-end may achieve. (D.C. Bar #467946) rivals through the Equity Agreement VII. Violation Alleged Deputy Assistant Attorney General llllll/s/llllll and ABI’s incentive programs. 50. The United States hereby Consequently, the beers of ABI’s JUAN A. ARTEAGA incorporates the allegations of Deputy Assistant Attorney General competitors account for only a small paragraphs 1 through 49 above as if set percentage of the sales of many ABI- llllll/s/llllll forth fully herein. PATRICIA A. BRINK Affiliated Wholesalers. ABI has also 51. The proposed transaction would purchased distributors in states in Director of Civil Enforcement likely substantially lessen competition llllll/s/llllll which those purchases are legal, in interstate trade and commerce, in allowing ABI directly to limit sales of ERIC MAHR (D.C. Bar #459350) violation of Section 7 of the Clayton Director of Litigation ABI’s high-end rivals. Act, 15 U.S.C. 18, and would likely have llllll/s/llllll 47. After the proposed acquisition, the following anticompetitive effects, ABI would have a greater incentive and PETER J. MUCCHETTI (D.C. Bar #463202) among others: Chief, Litigation I ability to invest resources in distributor (a) Head-to-head competition between acquisitions and to use practices that llllll/s/llllll ABI and MillerCoors for beer sales in MICHELLE R. SELTZER * (D.C. Bar #475482) restrict its rivals’ access to distribution. the relevant geographic markets would Assistant Chief, Litigation I With control over the MillerCoors be eliminated or substantially lessened; TRAVIS R. CHAPMAN brands, ABI could encourage the and DAVID C. KELLY distributors of both ABI brands and (b) competition generally in the JILL C. MAGUIRE (D.C. Bar #979595) MillerCoors brands to limit their sales of relevant geographic markets for beer DAVID M. STOLTZFUS high-end rivals’ beer, which would would be substantially lessened. U.S. Department of Justice, Antitrust likely result in increased beer prices and Requested Relief Division, Litigation I Section, 450 Fifth Street fewer choices for consumers. NW., Suite 4100, Washington, DC 20530, The United States requests: VI. Absence of Countervailing Factors Telephone: (202) 353–3865, Facsimile: (202) 1. That the proposed acquisition be 307–5802, E-mail: michelle.seltzer@ 48. New entry and expansion by adjudged to violate Section 7 of the usdoj.gov. competitors likely will not be timely Clayton Act, 15 U.S.C. 18; Attorneys for the United States and sufficient in scope to prevent the 2. That Defendants be permanently * Attorney of Record acquisition’s likely anticompetitive enjoined and restrained from carrying effects. Barriers to entry and expansion out the proposed transaction or from Appendix A

RELEVANT GEOGRAPHIC MARKETS AND CONCENTRATION DATA

Combined Post- Metropolitan statistical area share acquisition HHI (%) HHI increase

Wichita, KS ...... 94 8904 4431 Tulsa, OK ...... 90 8094 3477 Green Bay, WI ...... 87 7551 3761 Oklahoma City, OK ...... 83 6985 3013 Peoria/Springfield ...... 80 6465 3148 St. Louis, MO ...... 79 6268 2343 , WI ...... 78 6105 2303 Salt Lake City, UT ...... 77 6081 2828 , CO ...... 76 5916 2903 Omaha, NE ...... 76 5796 2643 Louisville, KY ...... 76 5791 2774 Des Moines, IA ...... 75 5694 2614 New Orleans/Mobile ...... 75 5646 2593 Minneapolis/St Paul ...... 72 5506 2478 Indianapolis, IN ...... 72 5296 2605 Roanoke, VA ...... 72 5205 2454 Birmingham/Montgom ...... 71 5115 2303

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RELEVANT GEOGRAPHIC MARKETS AND CONCENTRATION DATA—Continued

Combined Post- Metropolitan statistical area share acquisition HHI (%) HHI increase

Kansas City, KS ...... 70 5027 2328 Memphis, TN ...... 69 4909 2085 Cincinnati/Dayton ...... 69 4841 2350 Tampa/St Petersburg ...... 69 4832 2091 Knoxville ...... 68 4763 2237 Spokane, WA ...... 68 4760 2316 Toledo ...... 68 4699 2163 Charlotte, NC ...... 67 4626 2200 Phoenix/Tucson ...... 66 4624 2147 Houston, TX ...... 66 4594 1910 Richmond/Norfolk ...... 67 4580 2168 Jacksonville, FL ...... 66 4513 1805 Dallas/Ft. Worth ...... 65 4474 2113 Raleigh/Greensboro ...... 66 4427 2018 Orlando, FL ...... 65 4416 1898 Grand Rapids, MI ...... 65 4326 2053 Las Vegas ...... 63 4221 1948 Chicago, IL ...... 63 4157 1838 Nashville, TN ...... 64 4155 1958 Boise, ID ...... 63 4150 1923 Detroit, MI ...... 62 3995 1891 Columbus, OH ...... 59 3611 1722 Cleveland, OH ...... 59 3568 1722 Hartford/Springfield ...... 57 3552 1442 Albany, NY ...... 57 3528 1640 Miami/Ft Lauderdale ...... 53 3367 1274 Los Angeles, CA ...... 49 3261 1166 Atlanta, GA ...... 55 3241 1506 New York ...... 53 3190 1319 Syracuse, NY ...... 54 3179 1400 Portland, OR ...... 54 3042 1382 Seattle/Tacoma ...... 51 2878 1323 Boston, MA ...... 50 2836 1169 Buffalo/Rochester ...... 50 2773 1207 Sacramento, CA ...... 48 2715 1174 San Diego, CA ...... 47 2594 1085 Harrisburg/Scranton ...... 49 2582 1172 Baltimore/Washington ...... 48 2513 1124 San Fran/Oakland ...... 41 2251 820 Pittsburgh, PA ...... 42 1960 835 Philadelphia, PA ...... 37 1556 683

Appendix B Markets in which the HHI is in excess Competitive Impact Statement of 2,500 are considered to be highly Definition of the Herfindahl–Hirschman Pursuant to Section 2(b) of the concentrated. See U.S. Dep’t of Justice & Index Antitrust Procedures and Penalties Act Fed. Trade Comm’n, Horizontal Merger (‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. ‘‘HHI’’ means the Herfindahl- Guidelines ¶ 5.3 (revised Aug. 19, 2010), 16(b), Plaintiff United States of America Hirschman Index, a commonly accepted https://www.justice.gov/atr/horizontal- (‘‘United States’’) files this Competitive measure of market concentration. It is merger-guidelines-08192010. Impact Statement relating to the calculated by squaring the market share Transactions that increase the HHI by proposed Final Judgment submitted on of each firm competing in the market more than 200 points in highly July 20, 2016, for entry in this civil and then summing the resulting concentrated markets presumptively antitrust proceeding.1 raise antitrust concerns under the numbers. For example, for a market I. Nature and Purpose of the Proceeding consisting of four firms with shares of guidelines issued by the U.S. 30 percent, 30 percent, 20 percent, and Department of Justice and Federal Trade On November 11, 2015, Defendant 20 percent, the HHI is 2,600 (302 + 302 Commission. See id. Anheuser-Busch InBev SA/NV (‘‘ABI’’) agreed to acquire Defendant SABMiller + 202 + 202 = 2,600). The HHI takes into United States District Court for the plc (‘‘SABMiller’’) in a transaction account the relative size distribution of District of Columbia the firms in a market and approaches valued at $107 billion. The United United States of America, Plaintiff, v. zero when a market consists of a large States filed a civil antitrust Complaint Anheuser-Busch InBEV SA/NV, and against ABI and SABMiller (collectively, number of small firms. The HHI SABMILLER plc, Defendants. ‘‘Defendants’’) on July 20, 2016, seeking increases both as the number of firms in the market decreases and as the CASE NO.: 1:16–cv–01483 1 Capitalized terms not otherwise defined herein disparity in size between those firms JUDGE: Emmet G. Sullivan have the meaning ascribed to them in the proposed increases. FILED: 07/20/2016 Final Judgment.

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to enjoin the proposed acquisition. The • Acquiring a distributor if the II. Description of the Events Giving Rise Complaint alleges that this proposed acquisition would cause more than 10% to the Alleged Violation transaction will likely lessen of ABI’s beer in the United States to be A. The Defendants and the Proposed competition substantially in the U.S. sold through ABI-owned distributors; Transaction beer industry—an industry in which • Prohibiting or impeding a ABI is a corporation organized and millions of U.S. consumers spend over distributor that sells ABI’s beer from existing under the laws of Belgium, with $100 billion per year—in violation of using its best efforts to sell, market, Section 7 of the Clayton Act, 15 U.S.C. headquarters in Leuven, Belgium. ABI advertise, promote, or secure retail brews and markets more beer sold in the 18. placement for rivals’ beers, including Specifically, the Complaint alleges United States than any other company, the beers of high-end brewers; that this proposed transaction will accounting for approximately 47% of • reduce competition by eliminating Providing incentives or rewards to beer sales nationally.2 ABI owns and head-to-head competition between the a distributor who sells ABI’s beer based operates 19 breweries in the United two largest beer brewers in the United on the percentage of ABI beer the States and over 40 major beer brands States—ABI and MillerCoors LLC distributor sells as compared to the sold in the United States, including Bud (‘‘MillerCoors’’)—both nationally and in distributor’s sales of the beers of ABI’s Light (the highest-selling brand in the every local market in the United States. rivals; United States) and other popular The Complaint also alleges that the • Conditioning any agreement or brands, such as Budweiser, Busch, elimination of competition between ABI program with a distributor that sells Michelob, Natural Light, Stella Artois, and MillerCoors will increase ABI’s ABI’s beer on the fact that it sells ABI’s Shock Top, and Beck’s. incentive and ability to disadvantage its rivals’ beer outside of the geographic SABMiller is a corporation organized remaining rivals—in particular, brewers area in which it sells ABI’s beer; and existing under the laws of the of high-end beers that serve as an United Kingdom, with its headquarters • Exercising its rights over distributor important constraint on ABI’s ability to in London, England. In the United management and ownership based on a raise its beer prices—by limiting or States, SABMiller operates through its distributor’s sales of ABI’s rivals’ beers; impeding the distribution of their beers. ownership interest in MillerCoors. As detailed in the Complaint, these • Requiring a distributor to report MillerCoors is a limited liability anticompetitive effects likely would financial information associated with company organized and existing under result in higher beer prices and fewer the sale of ABI’s rivals’ beers; the laws of the State of Delaware, with choices for U.S. beer consumers. • Requiring that a distributor who its principal place of business in Simultaneously with the filing of the sells ABI’s beer offer its sales force the Chicago, Illinois. MillerCoors is a joint Complaint, the United States filed a same incentives for selling ABI’s beer venture between SABMiller and Molson Hold Separate Stipulation and Order when the distributor promotes the beers Coors Brewing Company (‘‘Molson (‘‘Hold Separate Stipulation and Order’’) of ABI’s rivals with sales incentives; and Coors’’). SABMiller and Molson Coors and a proposed Final Judgment, which • have, respectively, a 58% and 42% seek to prevent the transaction’s likely Consummating non-reportable ownership interest in and equal anticompetitive effects. acquisitions of beer brewers—including governance rights over MillerCoors. As detailed below, the proposed Final craft brewers—without providing the MillerCoors is the second-largest Judgment requires ABI to divest United States with advance notice and brewing company in the United States, SABMiller’s equity and ownership stake an opportunity to assess the accounting for 25% of beer sales in MillerCoors, which is the joint transaction’s likely competitive effects. nationally. MillerCoors owns and venture through which SABMiller These provisions will help ensure that operates 12 breweries in the United conducts substantially all of its U.S. beer consumers receive the States, and has the sole right to produce operations in the United States, as well products they want at competitive and sell in the United States more than as certain other assets related to prices and that ABI is not able to 40 brands of beer, including Coors Light MillerCoors’ business and the Miller- disadvantage its rivals in their efforts to and Miller Lite, the second- and fourth- branded beer business outside of the compete for consumer demand. highest selling beer brands in the United United States. The divestiture will not States. MillerCoors also has the right to only maintain MillerCoors as an Finally, under the terms of the Hold produce and sell in the United States independent competitor, but will Separate Stipulation and Order, other popular brands of beer, such as protect MillerCoors’ competitiveness by Defendants will take certain steps to Miller Genuine Draft, Coors Banquet, giving MillerCoors (or its majority ensure that, pending the ordered and Blue Moon. In addition, owner) (i) perpetual, royalty-free divestiture, MillerCoors will continue to MillerCoors has the exclusive right to licenses to products for which it be operated as an economically viable, import into and sell in the United States currently must pay royalties, and (ii) ongoing business concern and that all certain beer brands owned by ownership of the international rights to divestiture assets will be preserved and SABMiller, including Peroni, Grolsch, the Miller brands of beer. will be independent from, and not and Pilsner Urquell. To further help preserve and promote influenced by, ABI. At the same time that ABI agreed to competition in the U.S. beer industry, The United States and Defendants acquire complete ownership of the proposed Final Judgment (i) imposes have stipulated that the proposed Final SABMiller, ABI also agreed to divest to certain restrictions on ABI’s distribution Judgment may be entered after Molson Coors (1) SABMiller’s equity practices and ownership of distributors, compliance with the APPA. Entry of the and ownership stake in MillerCoors; (2) and (ii) requires ABI to provide the proposed Final Judgment would perpetual, royalty-free licenses to United States with notice of future terminate this action, except that the acquisitions, including acquisitions of Court would retain jurisdiction to 2 National market shares are based on dollar-sales beer distributors and craft brewers, prior construe, modify, or enforce the data from IRI, a market research firm, whose data provisions of the proposed Final are commonly used by industry participants. The to their consummation. Among other shares reflect only off-premise sales. ABI accounts things, the proposed Final Judgment Judgment and to punish violations for approximately 35% of dollar sales of beer made prohibits ABI from: thereof. only through grocery stores.

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import, manufacture, distribute, market, United States is brewed by ABI and their competitive behavior, possibly to and sell the Import Products, which are MillerCoors, which own most of the the extent where they behaved as a SABMiller brands that are imported by popular premium and sub-premium single, profit-maximizing entity. MillerCoors for sale in the United brands. But high-end brands—in The result would be a combination of States; 3 (3) perpetual, royalty-free particular, Mexican imports and craft the two largest beer brewers in the licenses to manufacture, distribute, brands—are increasingly gaining market United States, leaving only a fringe of market, and sell the Licensed Products, share. This market trend is increasing competitors with substantially smaller which are brands currently the competition faced by ABI and market shares than ABI and manufactured under contract in the MillerCoors and the choices available to MillerCoors. ABI and MillerCoors United States by MillerCoors under consumers. account for more than 70% of beer sold royalty-bearing licenses with Both national and local geographic in the United States. After the proposed SABMiller; (4) all rights, title, and markets exist in the beer industry. At acquisition, ABI would have a interests in Miller-Branded Products the local level, demand for beer is commanding market share ranging from outside the United States; and (5) driven by the locations of the customers 37% to 94% in every local U.S. market certain tangible and intangible assets who purchase beer, rather than by the for which reliable data are available.5 In related to the manufacture, distribution, locations of the breweries that brew it. 18 local markets, ABI and MillerCoors marketing, and sale of Miller-Branded Beer brewers also make many pricing would have a combined share of 70% or Products outside of the United States. and promotional decisions at the local more. level, reflecting local brand preferences The transaction between ABI and 3. Beer Distribution in the United States Molson Coors is contingent upon ABI and demand, demographics, and other completing its acquisition of SABMiller. competitive conditions and factors, Effective distribution is important for which can vary significantly from one a brewer to be competitive in the U.S. B. The Competitive Effects of the local market to another. This is beer industry. Many states require large Transaction on the Market for Beer in sustainable in part because arbitrage brewers to use independent distributors, the United States across local markets is unlikely to occur. and these distributors typically have 1. Relevant Markets Important competitive decisions, exclusive and perpetual rights to sell the however, are also made at the national brands they carry within a particular Beer is a relevant product market level. At the national level, large beer territory. Most brewers use distributors under Section 7 of the Clayton Act. Beer companies, such as ABI and to merchandise, sell, and deliver beer to is usually made from malted cereal MillerCoors, make competitive retailers. Those retailers are primarily grain, flavored with hops, and brewed decisions and develop strategies grocery stores, large retailers (such as via a fermentation process. Wine, regarding product development, Target and Walmart), convenience distilled liquor, and other alcoholic or marketing, and brand building. stores, liquor stores, restaurants, and non-alcoholic beverages do not Moreover, large beer brewers typically bars. Retailers, in turn, sell beer to substantially constrain the prices of create and implement national pricing consumers. beer, and a hypothetical monopolist in strategies, place a significant portion of ABI beers are distributed both through the beer market could profitably raise beer advertising on national television, ABI-owned distributors and through prices. distributors that are not owned by ABI Beer brewers generally categorize beer and compete for national retail but who sell large volumes of ABI beer, into different segments based primarily accounts. including the Budweiser and Bud Light on price. Beers in the United States can 2. Competitive Effects of Increased brands (‘‘ABI-Affiliated Wholesalers’’). generally be grouped into three Concentration in the Relevant Markets ABI beer brands account for segments: Sub-premium, premium, and The beer industry in the United States approximately 90% of the volume of the high-end.4 However, beers in different is highly concentrated and would beer sold by ABI-Affiliated Wholesalers. segments—particularly those in adjacent become significantly more so if ABI In spite of many state laws requiring segments—can compete with each other were allowed to acquire SABMiller, that beer distributors be independent of under certain circumstances. For including its ownership interest in brewers, ABI exerts considerable example, the prices of high-end beers MillerCoors. As a majority owner with influence over ABI-Affiliated can constrain the prices of premium equal governance rights over Wholesalers, in part by requiring them beers because some consumers of MillerCoors, ABI would be able to direct premium beers may trade up to high- to enter into a Wholesaler Equity the competitive behavior of MillerCoors, Agreement (‘‘Equity Agreement’’) with end beers when the prices of premium leading to a loss of competition between beers approach the prices of high-end ABI. the firms both nationally and in every The Equity Agreement contains a beers. local market in the United States. Most sales of beer in the United States number of provisions that are designed are of premium and sub-premium Although Molson Coors would continue to encourage ABI-Affiliated Wholesalers brands. The vast majority of premium to own a minority equity interest in to sell and promote ABI’s beer brands and sub-premium beer sold in the MillerCoors and have equal governance instead of the beer brands of ABI’s rights, Molson Coors’ interest in competitors. For example, the Equity 3 For purposes of this Competitive Impact MillerCoors would not eliminate the Agreement prohibits an ABI-Affiliated Statement, the United States includes the fifty states anticompetitive effects that would result Wholesaler from requesting that a bar of the United States of America, the District of from the acquisition. After the replace an ABI tap handle with a Columbia, Puerto Rico, and all United States acquisition, ABI would have the right to competitor’s tap handle or that a retailer military bases located therein. appoint half of the board members of 4 The high-end segment is composed of imports replace ABI shelf space with a and craft brands. ABI also identifies a ‘‘premium MillerCoors, who would have the same plus’’ segment that consists largely of American governance rights as other board 5 The Complaint identifies 58 metropolitan beers that are priced somewhat higher than members over MillerCoors’ business. statistical areas (‘‘MSAs’’), as defined by IRI, for Budweiser and Bud Light. Examples of beers that which reliable data are available. The market shares ABI identifies as ‘‘premium plus’’ beers include Given that ABI would have significant for these MSAs are based on dollar-sales data from Bud Light Lime, Bud Light Platinum, Bud Light influence over MillerCoors, ABI and IRI and reflect sales of beer only through grocery Lime-a-Rita, and Michelob Ultra. MillerCoors would be able to coordinate stores.

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competitor’s beer. Further, the Equity to be considerably smaller and certain countries while Molson Coors Agreement prohibits an ABI-Affiliated significantly less efficient distributors. provides such services to ABI in other Wholesaler from compensating its Indeed, some of these alternative countries. ABI and MillerCoors have no salespeople for their sales of competing distributors are not even primarily comparable business arrangements. beer brands (such as a dollar-per-case focused on selling beer. For instance, The change in ownership of incentive) unless it provides the same these distributors may be more focused MillerCoors—from a joint venture incentives for sales of certain ABI beer on selling a broad range of wine and between SABMiller and Molson Coors brands. The expense of extending a per- liquor while only offering a small to a wholly owned subsidiary of Molson case sales incentive to the large volume selection of beers. Moreover, beer Coors—will increase the number of of ABI brands effectively limits an ABI- distributors who are not affiliated with highly concentrated markets across the Affiliated Wholesaler’s ability to ABI or MillerCoors typically service world in which ABI competes directly promote brands of Third-Party Brewers fewer retail establishments (or exclude against Molson Coors. By increasing the through targeted sales incentives. entire classes of retailers), visit the number of markets in which ABI and ABI also promotes distributor establishments that they do service less Molson Coors compete, the divestiture exclusivity by providing payments to frequently, and provide fewer resources of SABMiller’s interest in MillerCoors to ABI-Affiliated Wholesalers based on (such as financial support and sales Molson Coors could facilitate their ABI ‘‘alignment,’’ that is, the associates) than the ABI-Affiliated coordination between ABI and Molson amount of ABI beer that they sell Wholesaler or the MillerCoors-Affiliated Coors in the United States. For example, relative to the beer of ABI’s competitors. Wholesaler that operates in the same this multi-market contact could lead For example, under a program known as territory. Molson Coors and ABI to be more the Voluntary Anheuser-Busch Unlike ABI, MillerCoors does not accommodating to each other in the Incentive for Performance Program, ABI include in its agreements with United States in order to avoid offers ABI-Affiliated Wholesalers that MillerCoors-Affiliated Wholesalers any provoking a competitive response are 90% or more ‘‘aligned’’ a payment provisions that discourage or impede outside the United States or disrupting for each case-equivalent of ABI beer the promotion and sales of the brands of their cooperative business arrangements they sell. The size of the payment Third-Party Brewers. There is, however, in other countries. Coordination could increases based on the ABI-Affiliated a practical limit to the number of brands also be facilitated by the existing and Wholesaler’s level of alignment. Only that any distributor can effectively carry newly-created cooperative agreements the sales of very small, local craft beers and promote to its retail accounts. As between ABI and Molson Coors around are excluded from the calculation of an the number of brands carried by a the world. ABI-Affiliated Wholesaler’s level of distributor increases, the distributor If the divestiture facilitates alignment. This allows ABI-Affiliated may incur costs to manage the resulting coordination between ABI and Molson Wholesalers to carry small, local craft complexities, and the distributor may Coors, it would also increase ABI’s beers but decreases or eliminates the become less focused on promoting the incentive to limit competition from its payments to ABI-Affiliated Wholesalers smaller brands that it carries. high-end rivals. This is because that add craft beers that grow above a Consequently, the presence of a competition from high-end rivals would certain size or expand outside of a MillerCoors-Affiliated Wholesaler or a become an even more important certain geographic area. Thus, this small distributor in a market does not constraint on the ability of ABI and incentive program has the effect of eliminate the advantages that many Molson Coors to increase the prices of impeding rival craft brewers from independent craft brewers would their beers across all segments. As a growing large enough to have the scale receive from having access to ABI- result, following a divestiture to Molson to better compete with ABI. Affiliated Wholesalers. Coors, ABI may have a greater incentive MillerCoors beers are distributed to impede the growth and reduce the almost exclusively through distributors 4. The Proposed Divestiture Alone competitiveness of its high-end rivals by that are not owned by MillerCoors but Would Not Eliminate the Likely limiting their access to effective and who sell large volumes of MillerCoors Competitive Effects of the Transaction efficient distribution. The extent to beer (‘‘MillerCoors-Affiliated on Beer Distribution which craft and other brewers in the Wholesalers’’). MillerCoors brands Even though ABI has proposed to United States are able to compete with account for approximately 65% of the divest SABMiller’s interest in ABI and Molson Coors will thus affect volume of the beer sold by MillerCoors- MillerCoors to Molson Coors, the the likelihood of the divestiture to Affiliated Wholesalers. divestiture to Molson Coors likely Molson Coors leading to unilateral or Other than MillerCoors and ABI, most would not eliminate the anticompetitive coordinated anticompetitive effects. brewers do not have a distribution effects of the transaction on beer network affiliated with their brands. distribution, which, as noted above, 5. Entry and Expansion Consequently, the majority of other plays an important role in a brewer’s Neither entry into the national or brewers’ beers are distributed either by ability to effectively compete in the U.S. local beer markets in the United States, the ABI-Affiliated Wholesaler or the beer industry. nor any repositioning of existing MillerCoors-Affiliated Wholesaler in a Presently, MillerCoors competes brewers, would undo the likely given geographic area. For example, in against ABI only in the United States. anticompetitive harm from ABI’s 2014, 85% or more of the beer sold in Molson Coors, however, competes with acquisition of SABMiller. Many the United States was distributed by a ABI in multiple countries throughout MillerCoors brands compete directly Miller-Coors Affiliated Wholesaler, an the world—most significantly in against ABI brands in terms of their ABI-Affiliated Wholesaler, or a Canada, where ABI and Molson Coors brand position, reputation, taste profile, distributor owned by ABI. are the two largest brewers and together well-established marketing, acceptance Although some brewers use account for a large share of beer sales. by a wide range of consumers, and alternative means to sell their beer to ABI and Molson Coors also have certain robust distribution networks. ABI and retailers, their only alternatives to an cooperative arrangements in Eastern MillerCoors brands of beer are available ABI-Affiliated Wholesaler or Europe. For example, ABI brews and in almost every establishment in which MillerCoors-Affiliated Wholesaler tend distributes Molson Coors’ beers in consumers can purchase or consume

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beer. ABI and MillerCoors also compete a competitor in the national and local manufacture, distribution, marketing, directly on a national level for beer markets in the United States. Those and sale of Miller-Branded Products advertising and promotions, such as assets include SABMiller’s full interest outside of the United States; (3) all other sports sponsorships. Any entrant would in MillerCoors and the intangible assets tangible and intangible assets of face enormous costs attempting to necessary to permit Molson Coors to SABMiller and its subsidiaries (other replicate these assets and would, at best, brew and import the Import Products for than MillerCoors and its subsidiaries) take many years to succeed. sale in the United States. The proposed that are primarily related to the Miller- Building nationally-recognized and divestiture also gives Molson Coors full Branded Products, both inside and accepted brands, which retailers will rights to the Miller-Branded Products, as outside the United States; and (4) support with feature and display well as the tangible and intangible perpetual, fully paid-up, royalty-free activity, is difficult, expensive, and time assets that are primarily related to the licenses to any intellectual property and consuming. Although new beer manufacture, distribution, marketing, any other intangible assets required to breweries open frequently, new brewers and sale of the Miller-Branded Products permit the acquirer of the divested face significant barriers to achieving outside the United States. assets to manufacture, import, efficient scale. In addition, ABI’s The distribution-related relief seeks to distribute, market, or sell the Import distribution practices hinder new prohibit ABI from rewarding, Products and Licensed Products in the entrants from accessing effective and penalizing, or otherwise conditioning its United States. Molson Coors will also efficient distribution, which prevents relationships with ABI-Affiliated have a one-year period in which to them from growing to a scale that allows Wholesalers, or any employees or agents negotiate to hire employees of significant economies in production. of the wholesalers, based on the SABMiller whose primary responsibility While consumers have undoubtedly wholesalers’ sale, marketing, is the production, manufacture, benefited from the launch of many advertising, promotion, or retail importation, distribution, marketing, or individual craft and specialty beers in placement of rivals’ beers—including sale of Miller-Branded Products. the United States, the multiplicity of ABI’s high-end rivals. For example, the The proposed divestiture will permit such brands does not replace the nature, remedy seeks to prevent ABI from using MillerCoors to continue as a viable scale, and scope of the existing its relationship with ABI-Affiliated competitor in the relevant beer markets competition between ABI and Wholesalers to disadvantage, or independent of ABI. After the MillerCoors, which would be eliminated maintain or erect barriers to scale for, divestiture, Molson Coors will own all by the proposed transaction. ABI’s high-end rivals. Under the assets in the United States that are used proposed Final Judgment, ABI-Affiliated in the production, marketing, and sale III. Explanation of the Proposed Final Wholesalers should be free to make of the MillerCoors brands of beer that Judgment independent decisions regarding their are brewed in the United States. Under The proposed Final Judgment sale of ABI’s high-end rivals’ beers. By the proposed divestiture, Molson Coors contains a remedy designed to eliminate removing obstacles to effective will also obtain the international rights the likely anticompetitive effects of the distribution, competition in the high- to brew and export the Miller-Branded acquisition in the national market for end beer segment can continue to serve Products. With respect to two beer beer in the United States and local as an important constraint on the ability brands, Redd’s and Foster’s, MillerCoors markets throughout the United States. of ABI and MillerCoors (Molson Coors) now produces those brands for sale in The proposed Final Judgment to raise—either unilaterally or through the United States under royalty-bearing contemplates that the divested assets coordination—beer prices in the United licenses from SABMiller. The will be sold to Molson Coors, which, on States. divestiture provides that Molson Coors November 11, 2015, entered into an In short, the remedy seeks to preserve will have perpetual, fully paid-up, agreement with ABI to acquire the and promote competition in the U.S. royalty-free licenses and any other divested assets. If the divestiture to beer industry by maintaining intangible assets required to Molson Coors should fail to close, ABI MillerCoors as an independent manufacture and sell those brands in would be required to make the same competitor and by reducing the the United States. MillerCoors now has divestiture to another acquirer influence of ABI on the distribution of the right to import and sell in the acceptable to the United States, in its beer in the United States. In addition, United States certain SABMiller brands sole discretion, for the purpose of the proposed Final Judgment also that are brewed internationally. The enabling that alternative acquirer to provides for supervision by this Court proposed divestiture provides that assume SABMiller’s role with respect to and the United States of the transition Molson Coors will have perpetual, the ownership and governance of services and supply arrangements royalty-free licenses to brew those MillerCoors.6 between ABI and Molson Coors. Those brands and import them into the United The divestiture required by the arrangements will allow Molson Coors States. proposed Final Judgment will preserve time to establish the ability to brew the The European Commission also MillerCoors as an independent and Import Products and Miller-Branded investigated the effects of ABI’s economically viable competitor and will Products independently of ABI. The proposed acquisition of SABMiller. To strengthen MillerCoors by giving it remedy also provides for supervision of resolve concerns raised by the European valuable rights that it does not currently ABI’s compliance with the restrictions Commission, ABI is divesting have. The divestiture includes assets on its distribution practices. essentially all of the European business that it would have acquired from that are necessary to preserve or A. The Divestiture enhance the viability of MillerCoors as SABMiller. ABI has already agreed to The proposed Final Judgment requires sell to Asahi Group, a Japanese brewer, 6 The remainder of the explanation of the ABI, within 90 days after entry of the the Peroni, Grolsch, and Meantime proposed Final Judgment refers to the proposed Hold Separate Stipulation and Order by brands of beer. ABI has also agreed to acquirer as Molson Coors. If Molson Coors does not the Court, to divest (1) SABMiller’s divest SABMiller’s business in the acquire the Divestiture Assets, the proposed Final Judgment will apply to another Acquirer in the equity and ownership stake in , Hungary, , and same manner as described with respect to Molson MillerCoors; (2) all raw material Romania, including the Pilsner Urquell Coors. inventory exclusively related to the brand of beer. The proposed Final

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Judgment, however, requires that ABI transition services and interim supply particular, Section V.D precludes ABI divest the U.S. rights to the Import agreements do not apply to from, among other things: Brands—including Peroni, Grolsch, and arrangements, if any, between Molson • Conditioning the availability of Pilsner Urquell—to Molson Coors, Coors and the new owner of the brand ABI’s beer to an ABI-Affiliated notwithstanding the divestiture of the outside of the United States. Wholesaler on the wholesaler’s sales, ex-U.S. rights to those brands to other marketing, advertising, promotion, or C. Limits on ABI’s Distribution Practices buyers. retail placement of Third-Party Brewers’ B. Transition Services and Interim Section V.A of the proposed Final beers; • Conditioning the prices, services, Supply Agreements Judgment requires ABI and SABMiller to agree—and for ABI to further require product support, rebates, discounts, buy Sections IV.I and IV.J of the Final Molson Coors to agree—not to cite the backs, or other terms and conditions of Judgment require ABI to enter into one transaction or the required divestiture as sale of ABI’s beer that are offered to an or more transition services agreements a basis for modifying, renegotiating, or ABI-Affiliated Wholesaler based on its and interim supply agreements with terminating any contract with any sales, marketing, advertising, Molson Coors. The transition services Distributor. This language prevents ABI, promotion, or retail placement of Third- agreements require ABI to provide SABMiller, and Molson Coors from Party Brewers’ beers; Molson Coors with services with respect claiming that either the transaction or • Conditioning any agreement or to the development, production, the divestiture is a change of ownership program with an ABI-Affiliated servicing, importing, distributing, or control that would otherwise enable Wholesaler on the fact that it sells marketing, and selling of Miller- ABI or Molson Coors to make changes Third-Party Brewers’ beers outside of Branded Products outside of the United to their distribution contracts, the geographic area in which it sells ABI States. The transition services potentially limiting their rival brewers’ beer; agreements will allow Molson Coors to path to market. • Requiring an ABI-Affiliated operate the business of selling Miller- Section V.B prevents ABI from Wholesaler to offer any incentive for Branded Products outside of the United acquiring any equity interests in, or selling ABI beer in connection with or States in a manner that is consistent ownership or control of the assets of, a in response to any incentive that the with SABMiller’s current operation of Distributor if such acquisition would wholesaler offers for selling Third-Party that business. The interim supply transform the Distributor into an ABI- Brewers’ beers; and agreements will require ABI to supply Owned Distributor, and if more than • Preventing an ABI-Affiliated beer such that Molson Coors can Wholesaler from using best efforts to continue to import SABMiller brands of 10% of ABI’s beer sold in the United States, measured by volume, would be sell, market, advertise, or promote any beer to the United States and can Third-Party Brewer’s beers, which may operate the Miller International sold through ABI-Owned Distributors after such acquisition. The United be defined as efforts designed to achieve Business. and maintain the highest practicable The transition services and interim States’ investigation revealed that ABI- sales volume and retail placement of the supply agreements are time-limited to Owned Distributors typically distribute Third Party Brewer’s beers in a assure that Molson Coors will become only brands owned by or affiliated with geographic area. fully independent of ABI with respect to ABI, and that ABI-Owned Distributors the supply of the Import Products and currently sell approximately 9% of In sum, Section V.D seeks to ensure the Miller International Business as ABI’s beer in the United States. This that ABI cannot use distribution-related soon as practicable. As such, in provision limits ABI’s ability to acquire practices and incentives to prevent or conjunction with the nondisclosure of Distributors and then cause the limit Third-Party Brewers from securing information provisions in the proposed Distributors to cease to promote or to the distribution necessary to effectively Final Judgment, the terms of the expel rival brands from the Distributors’ compete with ABI. This is especially transition services and interim supply portfolios—thus preventing or impeding important with respect to brewers of agreements are intended to prevent the a rival from selling its beer through a high-end beers, which, as detailed above vertical supply arrangements from Distributor or forcing the rival to find a and in the Complaint, have served as an causing competitive harm in the near different and potentially less effective important constraint on ABI’s ability to term. The proposed Final Judgment path to market. raise prices of its beers. subjects these agreements, including Section V.D prohibits ABI from It should be noted, however, that the any extensions, to monitoring by a instituting or continuing any practices proposed Final Judgment—including trustee appointed by the United States or programs that impede or Section V.D—does not prevent ABI from and requires that the agreements be disincentivize ABI-Affiliated requiring that an ABI-Affiliated approved by the United States. Section Wholesalers from selling, marketing, Wholesaler use its best efforts to sell, V.C of the proposed Final Judgment advertising, promoting, or maximizing market, advertise, or promote ABI’s further provides that if ABI and Molson the retail placement of the beers of beers. The proposed Final Judgment Coors enter any new agreements with Third-Party Brewers,7 including the also does not prohibit ABI from each other with respect to the brewing, beers of high-end brewers.8 In conditioning incentives, programs, or packaging, production, marketing, contractual terms based on an ABI- importing, distribution, or sale of beer 7 Third-Party Brewers include any brewer, Affiliated Wholesaler’s volume of sales in the United States, ABI must notify contract-brewer, or importer of beer for sale in the of ABI beer,9 the retail placement of ABI the United States of the new agreements United States other than ABI, SABMiller, Molson beer, or ABI’s percentage of beer sales in Coors, or MillerCoors. a geographic area, provided that any at least 60 calendar days in advance of 8 In the proposed Final Judgment, ‘‘Beer’’ such agreements becoming effective, includes not only products made from malted such incentives, programs, or and the United States must approve the barley, but also flavored malt beverages, alcoholic agreements. To the extent that ABI has root beers, and hard ciders. This definition is 9 ABI, however, may not define the percentage of necessary because ABI-Affiliated Wholesalers who its beer sales in a geographic area by reference to divested the worldwide rights to a sell a Third-Party Brewer’s beer typically also sell or derived from information obtained from ABI- brand, however, the provisions of the any flavored malt beverages, alcoholic root beers, Affiliated Wholesalers concerning their sales of any proposed Final Judgment relating to and hard ciders made by the Third-Party Brewer. Third-Party Brewer’s beers.

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contractual terms do not require or related to the transfer of control, expenses of the Divestiture Trustee. encourage an ABI-Affiliated Wholesaler ownership, or equity in any Distributor After his or her appointment becomes to provide less than best efforts to the to any other Distributor, ABI shall not effective, the Divestiture Trustee will sale, marketing, advertising, retail give weight to or base any decision file monthly reports with the Court and placement, or promotion of Third-Party upon either Distributor’s business the United States setting forth his or her Brewers’ beers or to stop distributing relationship with a Third-Party efforts to accomplish the divestiture. Third-Party Brewers’ beers. Brewer—including, but not limited to, E. Monitoring Trustee The proposed Final Judgment also such Distributor’s sales, marketing, does not prevent ABI from requiring an advertising, promotion, or retail Section VIII of the proposed Final ABI-Affiliated Wholesaler to allocate to placement of a Third-Party Brewer’s Judgment permits the appointment of a ABI’s beers a proportion of the ABI- beer. These provisions are intended to Monitoring Trustee by the United States Affiliated Wholesaler’s annual spending prevent ABI from using its rights over in its sole discretion. The United States on beer promotions and incentives as management or ownership changes to intends to appoint a Monitoring Trustee long as the allocation does not exceed promote alignment by selecting new and to seek the Court’s approval of such the proportion of revenues that ABI’s owners because they have demonstrated appointment. The Monitoring Trustee beers constituted in the ABI-Affiliated a willingness not to carry or promote will ensure that Defendants Wholesaler’s overall revenue for beer rival brands. expeditiously comply with all of their sales in the preceding year. The Section V.G prevents ABI from obligations and perform all of their proposed Final Judgment permits this requesting or requiring an ABI-Affiliated responsibilities under the proposed practice because, in any given Wholesaler to report to ABI the Final Judgment and the Hold Separate geographic area, the ABI-Affiliated wholesaler’s revenues, profits, margins, Stipulation and Order; that the Wholesaler provides the exclusive path costs, sales, volumes, or other financial Divestiture Assets remain economically to market for ABI’s beers, and therefore information associated with the viable, competitive, and ongoing assets; ABI may be reluctant to invest in its purchase, sale, or distribution of a and that competition in the sale of beer distributors without some assurance Third-Party Brewer’s beer. ABI, in the United States and in all local that those investments will not be used however, is not prohibited from markets within the United States is primarily to benefit its rivals. ABI requesting the reporting of general maintained. The Monitoring Trustee therefore may require an ABI-Affiliated financial information by an ABI- will have the power and authority to Wholesaler to promote ABI’s beers in Affiliated Wholesaler to assess the monitor Defendants’ compliance with proportion to the revenues it earns on overall financial condition and financial the terms of the proposed Final ABI’s beers. viability of such wholesaler, the Judgment and attendant interim supply The proposed Final Judgment does percentage of total beer revenues and transition services agreements. The not prohibit ABI from taking the above received by the wholesaler associated Monitoring Trustee will also have the actions, because such actions can be with ABI’s beer, or from conducting authority to investigate complaints that undertaken in a way that does not ordinary course due diligence in ABI has violated the restrictions related undermine the proposed Final connection with any potential to its distribution practices. The Judgment’s objective of ensuring that acquisition of an ABI-Affiliated Monitoring Trustee will have access to Third-Party Brewers have access to the Wholesaler. all personnel, books, records, and distribution networks necessary to Section V.I directs ABI to notify ABI- information necessary to monitor effectively compete with ABI and meet Affiliated Wholesalers of the changes to Defendants’ compliance with the consumer demand. The proposed Final ABI’s programs or agreements required proposed Final Judgment, and will serve Judgment is not designed to prevent ABI by the proposed Final Judgment and the at the cost and expense of ABI. The from competing. Rather, it is designed to ABI-Affiliated Wholesalers’ rights to Monitoring Trustee will file reports ensure that Third-Party Brewers whose bring to the attention of the Monitoring every 90 days with the United States beer is sold by ABI-Affiliated Trustee or the United States any actions and, as appropriate, the Court setting Wholesalers have the opportunity to by ABI which the distributor believes forth Defendants’ efforts to comply with compete with ABI on a level playing may violate Section V of the proposed their obligations under the proposed field—not on a playing field in which Final Judgment. ABI must also provide Final Judgment and the Hold Separate ABI has used its influence over the ABI-Affiliated Wholesalers with a copy Stipulation and Order. distributor to favor ABI’s beers at the of the proposed Final Judgment. expense of other beers in the Further, under Section V.H, ABI may F. Hold Separate Stipulation and Order distributor’s portfolio. not discriminate against, penalize, or Provisions The proposed Final Judgment retaliate against a Distributor that brings Defendants have entered into the contains provisions designed to ensure to the attention of the Monitoring Hold Separate Stipulation and Order that ABI-Affiliated Wholesalers are free Trustee or the United States a potential attached as an exhibit to the to carry and promote rival brands violation by ABI of Section V of the Explanation of Consent Decree without concern that ABI will use its Final Judgment. Procedures, which was filed control over management and simultaneously with the Court, to ownership changes to punish the D. Divestiture Trustee ensure that, pending the divestiture, the wholesaler. Section V.E prohibits ABI In the event that ABI does not Divestiture Assets are maintained as an from disapproving an ABI-Affiliated accomplish the divestiture as prescribed ongoing, economically viable, and Wholesaler’s selection of its own in the proposed Final Judgment, Section active business. The Hold Separate general manager, or a successor general VI provides that, upon application of Stipulation and Order ensures that the manager, based on the ABI-Affiliated the United States, the Court will appoint Divestiture Assets are preserved and Wholesaler’s sales, marketing, a Divestiture Trustee selected by the maintained in a condition that allows advertising, promotion, or retail United States to complete the the divestiture to be effective. placement of a Third-Party Brewer’s divestiture. If a Divestiture Trustee is The Hold Separate Stipulation and beer. Similarly, Section V.F requires appointed, the proposed Final Judgment Order requires that the Defendants take that when ABI exercises any right provides that ABI will pay all costs and all steps that are within their power and

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consistent with the agreements that substantially lessen competition by responsible for the transition services govern the operations of MillerCoors to hindering the effective distribution of and interim supply agreements ensure that MillerCoors will be the beers of ABI’s rivals. Notification of described above; or (iii) be responsible maintained as a completely brewer acquisitions allows the United for making decisions regarding ABI’s independent competitor in the brewing States to evaluate any acquisition by relationships with, agreements with, or and sale of beer in the same manner that ABI of, among other things, craft policies regarding distributors. This it is today. Moreover, SABMiller and breweries. ABI has acquired multiple provision ensures that Defendants ABI will not prevent or interfere with craft breweries over the past several cannot improperly use any confidential MillerCoors’ achieving its ordinary years, some of which were not information that they receive from course, previously agreed upon business reportable under the HSR Act. Molson Coors or from SABMiller plan and budget. Acquisitions of this nature, individually concerning MillerCoors in ways that The Hold Separate Stipulation and or collectively, have the potential to would harm competition in the U.S. Order further requires the Defendants to substantially lessen competition, and beer industry. maintain and operate the Import the proposed Final Judgment gives the IV. Remedies Available to Potential Products and business of selling Miller- United States an opportunity to evaluate Private Litigants Branded Products outside of the United such transactions in advance of their States—which are not today standalone closing even if the purchase price is Section 4 of the Clayton Act, 15 businesses—in the same manner as they below the HSR Act’s thresholds. U.S.C. 15, provides that any person who are currently operated. Defendants are The proposed Final Judgment requires has been injured as a result of conduct required to use all reasonable efforts to ABI to provide such notification to the prohibited by the antitrust laws may achieve the sales and revenues targets Antitrust Division of the United States bring suit in federal court to recover for the Import Products and Miller- Department of Justice (the ‘‘Antitrust three times the damages the person has Branded Products in accordance with Division’’) in the same format as, and in suffered, as well as costs and reasonable previously agreed upon business plans accordance with the instructions attorneys’ fees. Entry of the proposed and budgets and are prohibited from relating to, the Notification and Report Final Judgment will neither impair nor sharing any competitively sensitive Form set forth in the Appendix to Part assist the bringing of any private information regarding these products 803 of Title 16 of the Code of Federal antitrust damages action. Under the with any employee that is not currently Regulations, as amended. ABI must provisions of Section 5(a) of the Clayton involved in their operations or does not provide such notification at least 30 Act, 15 U.S.C. 16(a), the proposed Final have a reasonable need to know such calendar days prior to acquiring any Judgment has no prima facie effect in information. such interest. If within the 30-day any subsequent lawsuit that may be period after notification the Antitrust brought against Defendants. G. Notification Provisions Division makes a written request for V. Procedures Available for Section XII of the proposed Final additional information, ABI shall be Judgment requires ABI to notify the Modification of the Proposed Final precluded from consummating the Judgment United States in advance of executing proposed transaction or agreement until certain transactions that would not 30 calendar days after submitting all The United States and Defendants otherwise be reportable under the Hart- requested additional information. Early have stipulated that the proposed Final Scott-Rodino Antitrust Improvements termination of the waiting periods in Judgment may be entered by the Court Act of 1976, as amended (the ‘‘HSR this paragraph may be requested and, after compliance with the provisions of Act’’). The transactions covered by these where appropriate, granted in the same the APPA, provided that the United provisions include the acquisition or manner as is applicable under the States has not withdrawn its consent. license of any interest in non-ABI beer requirements and provisions of the HSR The APPA conditions entry upon the brewing or distribution assets or brands, Act and rules promulgated thereunder. Court’s determination that the proposed excluding acquisitions of: (1) Assets that Final Judgment is in the public interest. do not generate at least $7.5 million in H. Nondisclosure of Information The APPA provides a period of at annual gross revenue from beer sold for Section XIII of the proposed Final least 60 days preceding the effective resale in the United States; (2) Judgment requires Defendants to date of the proposed Final Judgment distribution licenses that do not implement and maintain procedures to within which any person may submit to generate at least $3 million in annual prevent the disclosure of the the United States written comments gross revenue in the United States; and confidential commercial information of regarding the proposed Final Judgment. (3) beer distributors that do not generate MillerCoors and Molson Coors by Any person who wishes to comment at least $3 million in annual gross Defendants to any of Defendants’ should do so within 60 days of the date revenue in the United States. This affiliates who are involved in the of publication of this Competitive provision significantly broadens ABI’s marketing, distribution, or sale of beer Impact Statement in the Federal pre-merger reporting requirements in the United States. Within 10 days of Register, or the last date of publication because the $3 million and $7.5 million the Court approving the Hold Separate in a newspaper of the summary of this threshold amounts are significantly less Stipulation and Order described above, Competitive Impact Statement, than the HSR Act’s ‘‘size of the Defendants must submit to the United whichever is later. All comments transaction’’ reporting threshold. States their planned procedures to effect received during this period will be Section XII will provide the United compliance with their nondisclosure considered by the United States, which States with advance notice of, and an obligations. Additionally, Defendants remains free to withdraw its consent to opportunity to evaluate, ABI’s must provide a briefing as to the the proposed Final Judgment at any acquisition of both beer distributors and obligations required under Section XIII time prior to the Court’s entry of craft brewers. Notification of distributor of the proposed Final Judgment to judgment. The comments and the acquisitions allows the United States to certain of Defendants’ officers and response of the United States will be evaluate whether ABI’s acquisition of a employees who will (i) receive the filed with the Court. In addition, distributor implicates the prohibitions confidential commercial information of comments will be posted on the in Section V or is otherwise likely to MillerCoors or Molson Coors; (ii) be Antitrust Division’s internet Web site

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and, in certain circumstances, published 15 U.S.C. 16(e)(1)(A) & (B). In to the decree. The court is required to in the Federal Register. considering these statutory factors, the determine not whether a particular decree is Written comments should be court’s inquiry is necessarily a limited the one that will best serve society, but submitted to: Peter J. Mucchetti, Chief, one as the government is entitled to whether the settlement is ‘‘within the reaches Litigation I Section, Antitrust Division, ‘‘broad discretion to settle with the of the public interest.’’ More elaborate requirements might undermine the United States Department of Justice, 450 defendant within the reaches of the effectiveness of antitrust enforcement by Fifth Street NW., Suite 4100, public interest.’’ United States v. consent decree. Washington, DC 20530. Microsoft Corp., 56 F.3d 1448, 1461 The proposed Final Judgment Bechtel, 648 F.2d at 666 (emphasis (D.C. Cir. 1995); see generally United 11 provides that the Court retains States v. SBC Commc’ns, Inc., 489 F. added) (citations omitted). In jurisdiction over this action, and the Supp. 2d 1, 15–17 (D.D.C. 2007) determining whether a proposed parties may apply to the Court for any (assessing public interest standard settlement is in the public interest, a necessary or appropriate modification, under the Tunney Act); United States v. court ‘‘must accord deference to the interpretation, or enforcement of the U.S. Airways Group, Inc., 38 F. Supp. 3d government’s predictions about the Final Judgment. 69, 75 (D.D.C. 2014) (explaining that the efficacy of its remedies, and may not ‘‘court’s inquiry is limited’’ in Tunney require that the remedies perfectly VI. Alternatives to the Proposed Final match the alleged violations.’’ SBC Judgment Act settlements); United States v. InBev N.V./S.A., No. 08–1965 (JR), 2009–2 Commc’ns, 489 F. Supp. 2d at 17; see The United States considered, as an Trade Cas. (CCH) ¶ 76,736, 2009 U.S. also U.S. Airways, 38 F. Supp. 3d at 75 alternative to the proposed Final Dist. LEXIS 84787, at *3, (D.D.C. Aug. (noting that a court should not reject the Judgment, seeking preliminary and 11, 2009) (noting that the court’s review proposed remedies because it believes permanent injunctions against of a consent judgment is limited and others are preferable); Microsoft, 56 F.3d Defendants’ proposed transaction and only inquires ‘‘into whether the at 1461 (noting the need for courts to be proceeding to a full trial on the merits. government’s determination that the ‘‘deferential to the government’s The United States is satisfied, however, proposed remedies will cure the predictions as to the effect of the that the relief in the proposed Final antitrust violations alleged in the proposed remedies’’); United States v. Judgment will preserve competition in complaint was reasonable, and whether Archer-Daniels-Midland Co., 272 F. the national market and in each local the mechanisms to enforce the final Supp. 2d 1, 6 (D.D.C. 2003) (noting that market for beer in the United States. judgment are clear and manageable’’).10 the court should grant due respect to the Thus, the proposed Final Judgment will As the United States Court of Appeals United States’ prediction as to the effect protect competition as effectively as, for the District of Columbia Circuit has of proposed remedies, its perception of and will achieve all or substantially all held, under the APPA a court considers, the market structure, and its views of of the relief the United States would among other things, the relationship the nature of the case). have obtained through, litigation, but between the remedy secured and the Courts have greater flexibility in avoids the time, expense, and specific allegations set forth in the approving proposed consent decrees uncertainty of a full trial on the merits. government’s complaint, whether the than in crafting their own decrees VII. Standard of Review Under the decree is sufficiently clear, whether following a finding of liability in a APPA for the Proposed Final Judgment enforcement mechanisms are sufficient, litigated matter. ‘‘[A] proposed decree and whether the decree may positively must be approved even if it falls short The Clayton Act, as amended by the harm third parties. See Microsoft, 56 of the remedy the court would impose APPA, requires that proposed consent F.3d at 1458–62. With respect to the on its own, as long as it falls within the judgments in antitrust cases brought by adequacy of the relief secured by the range of acceptability or is ‘within the the United States be subject to a 60-day decree, a court may not ‘‘engage in an reaches of public interest.’ ’’ United comment period, after which the court unrestricted evaluation of what relief States v. Am. Tel. & Tel. Co., 552 F. shall determine whether entry of the would best serve the public.’’ United Supp. 131, 151 (D.D.C. 1982) (citations proposed Final Judgment ‘‘is in the States v. BNS, Inc., 858 F.2d 456, 462 omitted) (quoting United States v. public interest.’’ 15 U.S.C. 16(e)(1). In (9th Cir. 1988) (quoting United States v. Gillette Co., 406 F. Supp. 713, 716 (D. making such a determination, the court, Bechtel Corp., 648 F.2d 660, 666 (9th Mass. 1975)), aff’d sub nom. Maryland in accordance with the statute as Cir. 1981)); see also Microsoft, 56 F.3d v. United States, 460 U.S. 1001 (1983); amended in 2004, is required to at 1460–62; United States v. Alcoa, Inc., see also U.S. Airways, 38 F. Supp. 3d at consider: 152 F. Supp. 2d 37, 40 (D.D.C. 2001); 76 (noting that room must be made for (A) the competitive impact of such InBev, 2009 U.S. Dist. LEXIS 84787, at the government to grant concessions in judgment, including termination of alleged *3. Courts have held that: the negotiation process for settlements violations, provisions for enforcement and [t]he balancing of competing social and (citing Microsoft, 56 F.3d at 1461)); modification, duration of relief sought, political interests affected by a proposed United States v. Alcan Aluminum Ltd., anticipated effects of alternative remedies antitrust consent decree must be left, in the 605 F. Supp. 619, 622 (W.D. Ky. 1985) actually considered, whether its terms are first instance, to the discretion of the ambiguous, and any other competitive (approving the consent decree even Attorney General. The court’s role in considerations bearing upon the adequacy of though the court would have imposed a protecting the public interest is one of such judgment that the court deems insuring that the government has not necessary to a determination of whether the 11 Cf. BNS, 858 F.2d at 464 (holding that the breached its duty to the public in consenting consent judgment is in the public interest; court’s ‘‘ultimate authority under the [APPA] is and limited to approving or disapproving the consent (B) the impact of entry of such judgment 10 The 2004 amendments substituted ‘‘shall’’ for decree’’); United States v. Gillette Co., 406 F. Supp. upon competition in the relevant market or ‘‘may’’ in directing relevant factors for courts to 713, 716 (D. Mass. 1975) (noting that, in this way, markets, upon the public generally and consider and amended the list of factors to focus on the court is constrained to ‘‘look at the overall competitive considerations and to address picture not hypercritically, nor with a microscope, individuals alleging specific injury from the potentially ambiguous judgment terms. Compare 15 but with an artist’s reducing glass’’). See generally violations set forth in the complaint U.S.C. 16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the including consideration of the public benefit, see also SBC Commc’ns, 489 F. Supp. 2d at 11 remedies [obtained in the decree are] so if any, to be derived from a determination of (concluding that the 2004 amendments ‘‘effected inconsonant with the allegations charged as to fall the issues at trial. minimal changes’’ to Tunney Act review). outside of the ‘reaches of the public interest’ ’’).

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greater remedy). To meet this standard, of Sen. Tunney). Rather, the procedure constituting any evidence against or the United States ‘‘need only provide a for the public interest determination is admission by any party regarding any factual basis for concluding that the left to the discretion of the court, with issue of fact or law; settlements are reasonably adequate the recognition that the court’s ‘‘scope And whereas, Defendants agree to be remedies for the alleged harms.’’ SBC of review remains sharply proscribed by bound by the provisions of the Final Commc’ns, 489 F. Supp. 2d at 17. precedent and the nature of Tunney Act Judgment pending its approval by the Moreover, the court’s role under the proceedings.’’ SBC Commc’ns, 489 F. Court; APPA is limited to reviewing the Supp. 2d at 11.12 A court can make its And whereas, the essence of this Final remedy in relationship to the violations public interest determination based on Judgment is the prompt divestiture of that the United States has alleged in its the competitive impact statement and certain rights and assets to assure that complaint, and does not authorize the response to public comments alone. competition is not substantially court to ‘‘construct [its] own U.S. Airways, 38 F. Supp. 3d at 76. lessened; hypothetical case and then evaluate the And whereas, this Final Judgment decree against that case.’’ Microsoft, 56 VIII. Determinative Documents requires Defendant ABI to make certain F.3d at 1459; see also U.S. Airways, 38 There are no determinative materials divestitures for the purpose of F. Supp. 3d at 75 (noting that the court or documents within the meaning of the remedying the loss of competition must simply determine whether there is APPA that were considered by the alleged in the Complaint; a factual foundation for the United States in formulating the And whereas, Plaintiff requires government’s decisions such that its proposed Final Judgment. Defendants to agree to undertake certain conclusions regarding the proposed Dated: July 20, 2016 actions and refrain from certain conduct settlements are reasonable); InBev, 2009 Respectfully Submitted, for the purposes of remedying the loss U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he /s/llllll of competition alleged in the Complaint; ‘public interest’ is not to be measured by Michelle R. Seltzer (D.C. Bar #475482), And whereas, Defendants have comparing the violations alleged in the Assistant Chief, Litigation I, Antitrust represented to the United States that the complaint against those the court Division, U.S. Department of Justice, divestitures required below can (after believes could have, or even should 450 Fifth Street NW., Suite 4100, the Completion of the Transaction) and have, been alleged.’’). Because the Washington, DC 20530, Telephone: will be made, and that the actions and ‘‘court’s authority to review the decree (202) 353–3865, Email: conduct restrictions can and will be depends entirely on the government’s [email protected]. undertaken, and that Defendants will exercising its prosecutorial discretion by later raise no claim of hardship or Attorney for the United States bringing a case in the first place,’’ it difficulty as grounds for asking the follows that ‘‘the court is only United States District Court for the Court to modify any of the provisions authorized to review the decree itself,’’ District of Columbia contained below; and not to ‘‘effectively redraft the UNITED STATES OF AMERICA, Now therefore, before any testimony complaint’’ to inquire into other matters Plaintiff, v. ANHEUSER–BUSCH InBEV is taken, without trial or adjudication of that the United States did not pursue. SA/NV, and SABMILLER plc, any issue of fact or law, and upon Microsoft, 56 F.3d at 1459–60. As a Defendants. consent of the parties, it is ordered, court in this district confirmed in SBC adjudged, and decreed: Communications, courts ‘‘cannot look CASE NO.: 1:16–cv–01483 I. Jurisdiction beyond the complaint in making the JUDGE: Emmet G. Sullivan public interest determination unless the This Court has jurisdiction over the complaint is drafted so narrowly as to FILED: 07/20/2016 subject matter of this action and each of make a mockery of judicial power.’’ 489 Proposed Final Judgment the parties. The Complaint states a F. Supp. 2d at 15. claim upon which relief may be granted In its 2004 amendments, Congress Whereas, Plaintiff, United States of against Defendants under Section 7 of made clear its intent to preserve the America (‘‘United States’’) filed its the Clayton Act, as amended (15 U.S.C. practical benefits of utilizing consent Complaint on July 20, 2016, the United 18). decrees in antitrust enforcement, adding States and Defendants, by their the unambiguous instruction that respective attorneys, have consented to II. Definitions ‘‘[n]othing in this section shall be entry of this Final Judgment without As used in the Final Judgment: construed to require the court to trial or adjudication of any issue of fact A. ‘‘ABI’’ means Anheuser-Busch conduct an evidentiary hearing or to or law, and without this Final Judgment InBev SA/NV, its domestic and foreign require the court to permit anyone to parents, predecessors, divisions, intervene.’’ 15 U.S.C. 16(e)(2); see also 12 See United States v. Enova Corp., 107 F. Supp. subsidiaries, affiliates, partnerships, 2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney U.S. Airways, 38 F. Supp. 3d at 76 Act expressly allows the court to make its public successors in interest (including any (indicating that a court is not required interest determination on the basis of the successor in interest to Anheuser-Busch to hold an evidentiary hearing or to competitive impact statement and response to InBev SA/NV following the Completion permit intervenors as part of its review comments alone’’); United States v. Mid-Am. of the Transaction), and joint ventures; Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade under the Tunney Act). The language Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D. Mo. 1977) and all directors, officers, employees, wrote into the statute what Congress (‘‘Absent a showing of corrupt failure of the agents, and representatives of the intended when it enacted the Tunney government to discharge its duty, the Court, in foregoing. The terms ‘‘parent,’’ Act in 1974, as Senator Tunney making its public interest finding, should . . . ‘‘subsidiary,’’ ‘‘affiliate,’’ and ‘‘joint carefully consider the explanations of the explained: ‘‘[t]he court is nowhere government in the competitive impact statement venture’’ refer to any person in which compelled to go to trial or to engage in and its responses to comments in order to there is majority (greater than 50%) or extended proceedings which might have determine whether those explanations are total ownership or control between the the effect of vitiating the benefits of reasonable under the circumstances.’’); S. Rep. No. company and any other person. 93–298, at 6 (1973) (‘‘Where the public interest can B. ‘‘ABI Divested Brand’’ means any prompt and less costly settlement be meaningfully evaluated simply on the basis of through the consent decree process.’’ briefs and oral arguments, that is the approach that Import Product divested or sold 119 Cong. Rec. 24,598 (1973) (statement should be utilized.’’). pursuant to commitments offered to the

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European Commission pursuant to its generate at least $7.5 million in annual Miller-Branded Products outside of the review of the Transaction. gross revenue from Beer sold for resale Territory; C. ‘‘ABI-Owned Distributor’’ means in the Territory; (ii) a license to 5. All royalty or equivalent rights of any Distributor in which ABI owns distribute a non-ABI Beer brand where SABMiller in respect of oil and gas more than 50% of the outstanding said distribution license does not deposits at the operated by equity interests or more than 50% of the generate at least $3 million in annual MillerCoors located at Fort Worth, assets. gross revenue in the Territory; or (iii) a ; D. ‘‘Acquirer’’ means: Beer distributor which does not generate 6. All research and development 1. Molson Coors; or at least $3 million in annual gross activities primarily related to the 2. an alternative purchaser of the revenue in the Territory. manufacture, distribution, marketing, Divestiture Assets selected pursuant to K. ‘‘Defendants’’ means ABI and and sale of Miller-Branded Products the procedures set forth in this Final SABMiller, and any successor or outside of the Territory; Judgment. assignee to all or substantially all of the 7. All licenses, permits, and E. ‘‘Beer’’ means any fermented business or assets of ABI or SABMiller, authorizations issued by any alcoholic beverage that is (1) composed involved in the brewing, development, governmental organization primarily in part of water, a type of malted starch, production, servicing, distribution, related to the manufacture, distribution, yeast, and hops or other flavoring, and marketing, or sale of Beer. marketing, and sale of Miller-Branded (2) has undergone the process of L. ‘‘Distributor’’ means a wholesaler Products outside of the Territory, to the brewing. As used herein, the term extent such licenses, permits, and in the Territory who acts as an ‘‘Beer’’ shall also include flavored malt authorizations are capable of assignment intermediary between a brewer or beverages, root beers, and ciders. or transfer by SABMiller; importer of Beer and a retailer of Beer. F. ‘‘Closing’’ means consummation of 8. All customer lists, contracts, the divestiture of the Divestiture Assets M. ‘‘Divestiture Assets’’ means: accounts, and credit records primarily pursuant to the Final Judgment. 1. SABMiller’s equity and ownership related to the manufacture, distribution, G. ‘‘Completion of the Transaction’’ stake in MillerCoors; marketing, and sale of Miller-Branded means the completion of the 2. All intellectual property of Products outside of the Territory; Transaction in accordance with its SABMiller (other than MillerCoors) that 9. All repair, performance, and other terms. is primarily related to any Miller- records primarily related to the H. ‘‘Confidential Information’’ means Branded Product, both inside and manufacture, distribution, marketing, confidential commercial information of outside the Territory, including, but not and sale of Miller-Branded Products the Acquirer or MillerCoors that has limited to: (i) Patents (including all outside of the Territory; been obtained from the Acquirer, reissues, divisions, continuations, 10. All intangible assets including MillerCoors or SABMiller in connection continuations-in-part, reexaminations, computer software and related with, or as a result of, (1) SABMiller’s supplemental examinations, foreign documentation, safety procedures for equity and ownership stake in the counterparts, substitutions and the handling of materials and Divestiture Assets prior to the extensions thereof) and patent substances, design tools and simulation divestiture of the Divestiture Assets, (2) applications; (ii) copyrights and all capability, and research data concerning the divestiture of the Divestiture Assets, applications, registrations, and renewals historic and current research and or (3) the entry into and performance therefor; (iii) trademarks, trade names, development efforts, including, but not under the Interim Supply Agreements, service marks, service names, trade limited to, designs of experiments, and the License Agreements, or the dress, and other indicia of origin and all the results of successful and Transition Services Agreements, applications, registrations, and renewals unsuccessful designs and experiments, including quantities, units, and prices of therefor; (iv) technical information, primarily related to the manufacture, items ordered or purchased from know-how, trade secrets, and other distribution, marketing, and sale of Defendant ABI by the Acquirer, and any proprietary and confidential Miller-Branded Products outside of the other competitively sensitive information, including such information Territory; information regarding Defendant ABI’s relating to inventions, technology, 11. All drawings blueprints, designs, or the Acquirer’s performance under the product formulations, recipes, design protocols, specifications for Interim Supply Agreements, the License production processes, customer lists, materials, specifications for parts and Agreements, or the Transition Services and marketing databases; and (v) devices, research data concerning Agreements. domain names, social media accounts, historic and current research and I. ‘‘Covered Entity’’ means any Beer and identifiers and registrations development, quality assurance and brewer, importer, distributor, or brand therefor; control procedures, manuals and owner (other than ABI) that derives 3. All contracts, commitments, technical information Defendants more than $7.5 million in annual gross agreements, subcontracts, leases, provide to their own employees, revenue from Beer sold for further resale subleases, licenses, sublicenses, customers, suppliers, agents or in the Territory, or from license fees purchase orders, or other legally binding licensees, and all research data generated by such Beer sales. promises or obligations, whether written concerning historic and current research J. ‘‘Covered Interest’’ means or oral, to which SABMiller (other than and development efforts, including, but ownership or control of any Beer MillerCoors) is a party and that are not limited to, designs of experiments, brewing assets of, or any Beer brand primarily related to the manufacture, and the results of successful and assets of, or any Beer distribution assets distribution, marketing, and sale of unsuccessful designs and experiments, of, or any interest in (including any Miller-Branded Products outside of the primarily related to the manufacture, financial, security, loan, equity, Territory, in each case other than any distribution, marketing, and sale of intellectual property, or management real estate leases or employment or Miller-Branded Products outside of the interest), a Covered Entity; except that a independent contractor agreements; Territory; Covered Interest shall not include (i) a 4. All raw material inventory 12. All other assets primarily related Beer brewery or Beer brand located exclusively related to the manufacture, to the manufacture, distribution, outside the Territory that does not distribution, marketing, and sale of marketing, and sale of Miller-Branded

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Products outside of the Territory, affiliates, partnerships and joint Acquirer, including any subsidiaries or including finished goods and work-in- ventures, and all directors, officers, joint ventures of the Acquirer), that progress, point-of-sale and advertising employees, agents, and representatives manufactures, has a third party materials; and of the foregoing. The terms manufacture, or imports Beer for sale in 13. Perpetual, fully paid-up, royalty- ‘‘subsidiary,’’ ‘‘affiliate,’’ and ‘‘joint the Territory. free licenses, entered into only with the venture’’ refer to any person in which Z. ‘‘Transaction’’ means ABI’s approval of the United States in its sole there is majority (greater than 50%) or proposed acquisition of all of the shares discretion, to any intellectual property total ownership or control between the of SABMiller pursuant to the Co- and any other intangible assets required company and any other person. As used Operation Agreement between to permit the Acquirer to manufacture, herein, the term ‘‘MillerCoors’’ shall not Anheuser-Busch Inbev SA/NV and import, distribute, market, or sell the include SABMiller or Molson Coors. SABMiller plc, the joint announcement Import Products and the Licensed U. ‘‘Miller-Branded Products’’ means by Anheuser-Busch Inbev SA/NV and Products in the Territory. Beer and any other beverages SABMiller plc in relation to the With respect to clauses (2) through (13) manufactured, distributed, marketed Transaction pursuant to Rule 2.7 of the above, Divestiture Assets excludes (A) and sold, anywhere in the world, under UK City Code on Takeovers and Mergers cash and cash equivalents, (B) any any of the brands or sub-brands set forth and the letter agreement related to the accounts receivable, (C) subject to the on Attachment A hereto and any other Co-Operation Agreement between provisions of Section IV.E, any sub-brands of such brands. Anheuser-Busch Inbev SA/NV and employees or other personnel or benefit V. ‘‘Molson Coors’’ means Molson SABMiller plc, each of which is dated obligations with respect thereto, (D) any Coors Brewing Company, its domestic November 11, 2015. and foreign parents, predecessors, capital stock or other equity securities, III. Applicability (E) any real property or interests therein divisions, subsidiaries, affiliates, (other than certain royalty and partnerships and joint ventures, and all A. This Final Judgment applies to equivalent rights in respect of oil and directors, officers, employees, agents, Defendants, as defined above, and all gas deposits referenced in clause (5)), and representatives of the foregoing. other persons in active concert or (F) any property, plant or equipment (or The terms ‘‘parent,’’ ‘‘subsidiary,’’ participation with any of them who any portion thereof), and (G) any of the ‘‘affiliate,’’ and ‘‘joint venture’’ refer to receive actual notice of this Final items enumerated in clauses (2) through any person in which there is majority Judgment by personal service or (13) above that are owned or controlled (greater than 50%) or total ownership or otherwise. by any third party and are therefore not control between the company and any B. If, prior to complying with Sections capable of assignment or transfer by other person. As used herein, the term IV and VI of this Final Judgment, Defendant ABI or Defendant SABMiller. ‘‘Molson Coors’’ shall not include Defendants sell or otherwise dispose of N. ‘‘Hold Separate Stipulation and MillerCoors unless and until Molson all or substantially all of their assets or Order’’ means the Hold Separate Coors acquires the Divestiture Assets of lesser business units that include the Stipulation and Order filed by the pursuant to Section IV or Section VI of Divestiture Assets, they shall require the parties simultaneously herewith, which this Final Judgment. purchaser to be bound by the provisions imposes certain duties on the W. ‘‘SABMiller’’ means SABMiller of this Final Judgment unless such sale Defendants with respect to the operation plc, its domestic and foreign parents, or disposition is pursuant to of the Divestiture Assets pending the predecessors, divisions, subsidiaries, commitments offered to the European proposed divestitures. affiliates, partnerships and joint Commission pursuant to its review of O. ‘‘Import Products’’ means Beer and ventures, and all directors, officers, the Transaction. employees, agents, and representatives any other beverages, excluding Miller- IV. Divestiture Branded Products and Licensed of the foregoing. The terms ‘‘parent,’’ Products, imported, distributed, ‘‘subsidiary,’’ ‘‘affiliate,’’ and ‘‘joint A. Defendant ABI is ordered and marketed, or sold in the Territory, under venture’’ refer to any person in which directed, within ninety (90) calendar any of the brands or sub-brands set forth there is majority (greater than 50%) or days after the filing of the Hold Separate on Attachment B hereto and any other total ownership or control between the Stipulation and Order, to divest the sub-brands of such brands. company and any other person. As used Divestiture Assets, if the Completion of P. ‘‘Independent Distributor’’ means herein in connection with any the Transaction has occurred, in a any Distributor that is not an ABI- obligation of SABMiller under this manner consistent with this Final Owned Distributor and that has an Order with respect to control of Judgment to Molson Coors. The United exclusive contractual right to sell MillerCoors, the term SABMiller means States, in its sole discretion, may agree Budweiser or Bud Light branded Beer. SABMiller’s non-controlling 58% equity to one or more extensions of this time Q. ‘‘Interim Supply Agreements’’ interest and 50% voting rights in period not to exceed sixty (60) calendar means supply agreements covering any MillerCoors, which are subject to the days in total, and shall notify the Court Miller-Branded Products or Import MillerCoors LLC Amended and Restated in such circumstances. Defendant ABI Products. Operating Agreement, until the agrees to use its best efforts to divest the R. ‘‘License Agreement’’ means any Completion of the Transaction pursuant Divestiture Assets as expeditiously as agreement to license intellectual to Section IV or Section VI of this Final possible. Defendant ABI shall perform property pursuant to Section II.M.13 of Judgment. all duties and provide any and all this Final Judgment. X. ‘‘Territory’’ means the fifty states of services required of Defendant ABI S. ‘‘Licensed Products’’ means Beer the United States of America, the pursuant to the agreements with the and any other beverages manufactured, District of Columbia, Puerto Rico, and Acquirer to effect the divestiture of the distributed, marketed or sold in the all United States military bases located Divestiture Assets (including the Territory under the Foster’s or Redd’s in the fifty states of the United States of License Agreements, Transition Services brands or any sub-brands of such America, the District of Columbia, and Agreements, and Interim Supply brands. Puerto Rico. Agreements). T. ‘‘MillerCoors’’ means MillerCoors Y. ‘‘Third-Party Brewer’’ means any B. In the event Molson Coors is not LLC, its divisions, subsidiaries, person (other than Defendants or the the Acquirer of the Divestiture Assets,

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Defendant ABI or any Monitoring responsibility is the production, all duties and provide any and all Trustee appointed pursuant to Section manufacture, importation, distribution, services required of Defendant ABI VIII of this Final Judgment shall marketing, or sale of Miller-Branded under the Interim Supply Agreements. promptly notify the United States of that Products. The Interim Supply Agreements, and fact in writing. In such circumstances, F. In the event that Molson Coors is any amendments, modifications, or within sixty (60) calendar days after the not the Acquirer of the Divested Assets, extensions of the Interim Supply United States receives such notice, Defendants shall permit prospective Agreements, may be entered into only Defendant ABI shall divest the Acquirers of the Divestiture Assets to with the approval of the United States Divestiture Assets in a manner have reasonable access to personnel and in its sole discretion. consistent with this Final Judgment to to make inspections of the physical K. If the Acquirer seeks an extension an alternative Acquirer(s) acceptable to facilities of MillerCoors; access to any of any of the Interim Supply the United States, in its sole discretion. and all environmental, zoning, and Agreements covering Import Products, The United States, in its sole discretion, other permit documents and or if Defendant ABI and the Acquirer may agree to one or more extensions of information; and access to any and all mutually agree to an extension of any of this time period not to exceed sixty (60) financial, operational, or other the Interim Supply Agreements covering calendar days in total, and shall notify documents and information customarily Miller-Branded Products, the Acquirer the Court in such circumstances. provided as part of a due diligence shall so notify the United States in C. In the event that Molson Coors is process. writing at least four (4) months prior to G. Defendant ABI shall warrant to the not the Acquirer of the Divestiture the date the Interim Supply Acquirer that the Divestiture Assets will Assets, Defendant ABI promptly shall Agreement(s) expires. The total term of be operational on the date of sale to the make known, by usual and customary the Interim Supply Agreements and any extent such assets were operational on means, the availability of the Divestiture extension(s) so approved shall not Assets. Defendant ABI shall inform any the date the Complaint was filed. exceed five (5) years. Nothing in the person inquiring about a possible H. Defendants shall not take any foregoing shall apply to any agreements purchase of the Divestiture Assets that action that will impede in any way the regarding any ABI Divested Brands. they are being divested pursuant to this permitting, operation, or divestiture of Final Judgment and provide that person the Divestiture Assets. L. Unless the United States otherwise with a copy of this Final Judgment. I. On or before the date of the consents in writing, the divestiture D. Defendants shall offer to furnish to divestiture pursuant to Section IV or pursuant to Section IV or Section VI all prospective Acquirers, subject to Section VI of this Final Judgment, shall include the entire Divestiture customary confidentiality assurances, Defendant ABI shall enter into one or Assets, and shall be accomplished in all information and documents relating more transitional services agreements such a way as to satisfy the United to the Divestiture Assets customarily (collectively, the ‘‘Transition Services States, in its sole discretion, that the provided in a due diligence process Agreements’’) with the Acquirer for a Divestiture Assets can and will be used except such information or documents period of up to one (1) year from the by the Acquirer as part of a viable, subject to the attorney-client privilege or date of the divestiture required by ongoing business, engaged in brewing, work-product doctrine. Defendants shall Section IV or Section VI of this Final developing, producing, distributing, make available such information to the Judgment to provide such services with marketing, and selling Beer. The United States at the same time that such respect to the business of developing, divestiture shall be: information is made available to any producing, servicing, importing, 1. Made to an Acquirer that, in the other person. distributing, marketing, and selling United States’ sole judgment, has the E. For a period beginning on the date Miller-Branded Products outside the intent and capability (including the of the filing of the Hold Separate Territory (the ‘‘Miller International necessary managerial, operational, Stipulation and Order and continuing Business’’) that are reasonably necessary technical and financial capability) to for not less than one (1) year from the to allow the Acquirer to operate the compete in the business of brewing, date of the divestiture required by Miller International Business in a developing, producing, and selling Beer; Section IV or VI of this Final Judgment, manner substantially consistent with 2. accomplished so as to satisfy the to the extent consistent with applicable the operation of such business prior to United States, in its sole discretion, that law, Defendants shall provide the date of the divestiture of the Divestiture none of the terms of the agreement Acquirer and the United States Assets. Defendant ABI shall perform all between an Acquirer and Defendant ABI information relating to the personnel duties and provide any and all services gives Defendants the ability who spend the majority of their time on required of Defendant ABI under the unreasonably to raise the Acquirer’s or are otherwise material to the Transition Services Agreements. The costs, to lower the Acquirer’s efficiency, operation of the Divestiture Assets, Transition Services Agreements, and or otherwise to interfere in the ability of including Defendant SABMiller any amendments or modifications the Acquirer to compete effectively; and employees who spend the majority of thereto, may be entered into only with their time on or are otherwise material the approval of the United States in its 3. made to an Acquirer who agrees to to the production, manufacture, sole discretion. Nothing in the foregoing comply with the provisions of Section importation, distribution, marketing, or shall apply to any agreements regarding V.A of this Final Judgment, in a manner sale of Miller-Branded Products outside any ABI Divested Brands. satisfactory to the United States, in its the Territory, to enable the Acquirer to J. On or before the date of the sole discretion. make offers of employment. Beginning divestiture pursuant to Section IV or M. Defendant ABI shall, as soon as as of the date of the filing of the Hold Section VI of this Final Judgment, possible, but within two (2) business Separate Stipulation and Order, Defendant ABI shall enter into Interim days after completion of the relevant Defendants will not interfere with any Supply Agreements with the Acquirer event, notify the United States of: (1) negotiations by the Acquirer to retain, for a period of up to three (3) years from The effective date of the completion of employ, or contract with any employee the date of the divestiture required by the Transaction; and (2) the effective of MillerCoors or any Defendant Section IV or Section VI of this Final date of the divestiture of the Divestiture SABMiller employee whose primary Judgment. Defendant ABI shall perform Assets to the Acquirer.

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V. Supplemental Relief Distributor on the fact that an of a general manager or successor A. Defendants agree, and Defendant Independent Distributor sells a Third- general manager based on the ABI shall require any Acquirer to agree, Party Brewer’s Beer outside of the Independent Distributor’s sales, that they will not cite the Transaction or geographic area in which the marketing, advertising, promotion, or the divestiture required by Section IV or Independent Distributor sells Defendant retail placement of a Third-Party VI of this Final Judgment as a basis for ABI’s Beer; Brewer’s Beer. F. When exercising any right related modifying, renegotiating, or terminating 4. Requiring an Independent to the transfer of control, ownership, or any contract with any Distributor. Distributor to offer any incentive for equity in any Distributor to any other B. Defendant ABI shall not acquire selling Defendant ABI’s Beer in Distributor, Defendant ABI shall not any equity interests in, or any connection with or in response to any give weight to or base any decision to ownership or control of the assets of, a incentive that the Independent exercise such right upon either Distributor if (i) such acquisition would Distributor offers for selling a Third- Distributor’s business relationship with transform said Distributor into an ABI- Party Brewer’s Beer; and 5. Preventing an Independent a Third-Party Brewer—including, but Owned Distributor, and (ii) as measured not limited to, such Distributor’s sales, on the day of entering into an agreement Distributor from using best efforts to sell, market, advertise, or promote any marketing, advertising, promotion, or for such acquisition more than ten retail placement of a Third-Party percent (10%), by volume, of Defendant Third-Party Brewer’s Beer, which may be defined as efforts designed to achieve Brewer’s Beer. ABI’s Beer sold in the Territory would G. Defendant ABI shall not request or be sold through ABI-Owned Distributors and maintain the highest practicable sales volume and retail placement of the require an Independent Distributor to after such acquisition. Percentages of report to Defendant ABI, whether in volume will be calculated using a Third Party Brewer’s Beer in a geographic area. aggregated or disaggregated form, the twelve month trailing average as used in Independent Distributor’s revenues, Defendant ABI’s ordinary course, Notwithstanding the foregoing, nothing profits, margins, costs, sales volumes, or described in Attachment C. in this Final Judgment shall prohibit other financial information associated C. If Defendants and the Acquirer Defendant ABI from entering into or with the purchase, sale, or distribution enter into any new agreement(s) with enforcing an agreement with any of a Third-Party Brewer’s Beer. Nothing each other with respect to the brewing, Independent Distributor requiring the in the foregoing sentence shall prohibit packaging, production, marketing, Independent Distributor to use best Defendant ABI from requesting the importing, distribution, or sale of Beer efforts to sell, market, advertise, or reporting of general financial in the Territory, Defendants shall notify promote Defendant ABI’s Beer, which information by an Independent the United States of the new may be defined as efforts designed to Distributor to assess the overall agreement(s) at least sixty (60) calendar achieve and maintain the highest financial condition and financial days in advance of such agreement(s) practicable sales volume and retail viability of such Independent becoming effective and such placement of Defendant ABI’s Beer in a Distributor, or the percentage of total agreement(s) may only be entered into geographic area. Defendant ABI may Beer revenues received by the with the approval of the United States condition incentives, programs, or Independent Distributor in the prior in its sole discretion. contractual terms based on an year associated with the purchase, sale, D. Defendant ABI shall not Independent Distributor’s volume of or distribution of Defendant ABI’s Beer unilaterally, or pursuant to the terms of sales of Defendant ABI’s Beer, the retail distributed by the Independent any contract or agreement, provide any placement of Defendant ABI’s Beer, or Distributor, provided that the requested reward or penalty to, or in any other on Defendant ABI’s percentage of Beer information does not disclose or enable way condition its relationship with, an industry sales in a geographic area (such Defendant ABI to infer the disaggregated Independent Distributor or any percentage not to be defined by revenues, profits, margins, costs, or employees or agents of that Independent reference to or derived from information sales volumes associated with the Distributor based upon the amount of obtained from Independent Distributors Independent Distributor’s purchase, sales the Independent Distributor makes concerning their sales of any Third- sale, or distribution of Third-Party of a Third-Party Brewer’s Beer or the Party Brewer’s Beer), provided, Brewers’ Beer. Nothing herein shall marketing, advertising, promotion, or however, that any such incentives, prevent Defendant ABI from conducting retail placement of such Beer. Actions programs, or contractual terms may not ordinary course due diligence in prohibited by this Sub-section include, require or encourage an Independent connection with any potential but are not limited to: Distributor to provide less than best acquisition of an Independent 1. Conditioning the availability of efforts to the sale, marketing, Distributor. Defendant ABI’s Beer on an advertising, retail placement, or H. Defendant ABI shall not Independent Distributor’s sales, promotion of any Third-Party Brewer’s discriminate against, penalize, or marketing, advertising, promotion, or Beer or to discontinue the distribution otherwise retaliate against any retail placement of a Third-Party of a Third-Party Brewer’s Beer. Distributor because such Distributor Brewer’s Beer; Defendant ABI may require an raises, alleges, or otherwise brings to the 2. Conditioning the prices, services, Independent Distributor to allocate to attention of the United States or the product support, rebates, discounts, buy Defendant ABI’s Beer a proportion of Monitoring Trustee an actual, potential, backs, or other terms and conditions of the Independent Distributor’s annual or perceived violation of Section V of sale of Defendant ABI’s Beer that are spending on Beer promotions and this Final Judgment. offered to an Independent Distributor incentives not to exceed the proportion I. Within ten (10) business days after based on an Independent Distributor’s of revenues that Defendant ABI’s Beer entry of this Final Judgment, Defendant sales, marketing, advertising, constitutes in the Independent ABI shall provide the United States, for promotion, or retail placement of a Distributor’s overall revenue for Beer the United States to approve in its sole Third-Party Brewer’s Beer; sales in the preceding year. discretion, with a proposed form of 3. Conditioning any agreement or E. Defendant ABI shall not disapprove written notification to be provided to program with an Independent an Independent Distributor’s selection any Independent Distributor that

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distributes Defendant ABI’s Beer in the D. Defendant ABI shall not object to Divestiture Trustee may reasonably Territory. Such notification shall (1) a sale by the Divestiture Trustee on any request, subject to reasonable protection explain the practices prohibited by ground other than the Divestiture for trade secret or other confidential Section V of this Final Judgment, (2) Trustee’s malfeasance. Any such research, development, or commercial describe the changes Defendant ABI is objection by Defendant ABI must be information. Defendant ABI shall take making to any programs, agreements, or conveyed in writing to the United States no action to interfere with or to impede any interpretations of agreements and the Divestiture Trustee within ten the Divestiture Trustee’s required to comply with Section V of (10) calendar days after the Divestiture accomplishment of the divestiture. this Final Judgment, and (3) inform the Trustee has provided the notice F. After its appointment, the Independent Distributor of its right, required under Section VII.A. without fear of retaliation, to bring to Divestiture Trustee shall file monthly E. The Divestiture Trustee shall serve reports with the United States and the the attention of any Monitoring Trustee at the cost and expense of Defendant appointed pursuant to Section VIII of Court setting forth the Divestiture ABI pursuant to a written agreement, on Trustee’s efforts to accomplish the this Final Judgment or the United States such terms and conditions as the United any actions by Defendant ABI which the divestiture ordered under this Final States approves including Judgment. To the extent such reports Independent Distributor believes may confidentiality requirements and violate Section V of this Final Judgment. contain information that the Divestiture conflict of interest certifications. The Trustee deems confidential, such Within ten (10) business days after Divestiture Trustee shall account for all receiving the approval of the United reports shall not be filed in the public monies derived from the sale of the docket of the Court. Such reports shall States, Defendant ABI shall make assets sold by the Divestiture Trustee include the name, address, and reasonable efforts to furnish the and all costs and expenses so incurred. telephone number of each person who, approved notification described above, After approval by the Court of the during the preceding month, made an together with a paper or electronic copy Divestiture Trustee’s accounting, offer to acquire, expressed an interest in of this Final Judgment, to any including fees for its services yet unpaid acquiring, entered into negotiations to Independent Distributor that distributes and those of any professionals and Defendant ABI’s Beer in the Territory. agents retained by the Divestiture acquire, or was contacted or made an VI. Appointment of Trustee to Effect Trustee, all remaining money shall be inquiry about acquiring the Divestiture Divestiture paid to Defendant ABI and the trust Assets, and shall describe in detail each shall then be terminated. The contact with any such person. The A. If following Completion of the Divestiture Trustee shall maintain full Transaction Defendant ABI has not compensation of the Divestiture Trustee and any professionals and agents records of all efforts made to divest the divested the Divestiture Assets within Divestiture Assets. the time period specified in Section retained by the Divestiture Trustee shall IV.A, Defendant ABI shall notify the be reasonable in light of the value of the G. If the Divestiture Trustee has not United States of that fact in writing. Divestiture Assets and based on a fee accomplished the divestiture ordered Upon application of the United States, arrangement providing the Divestiture under this Final Judgment within six (6) the Court shall appoint a Divestiture Trustee with an incentive based on the months after its appointment, the Trustee selected by the United States price and terms of the divestiture and Divestiture Trustee shall promptly file and approved by the Court to divest the the speed with which it is with the Court a report setting forth (1) Divestiture Assets in a manner accomplished, but timeliness is the Divestiture Trustee’s efforts to consistent with this Final Judgment. paramount. If the Divestiture Trustee accomplish the required divestiture, (2) B. After the appointment of a and Defendant ABI are unable to reach the reasons, in the Divestiture Trustee’s Divestiture Trustee becomes effective, agreement on the Divestiture Trustee’s judgment, why the required divestiture only the Divestiture Trustee shall have or any agents’ or consultants’ has not been accomplished, and (3) the the right to sell the Divestiture Assets. compensation or other terms and Divestiture Trustee’s recommendations. The Divestiture Trustee shall have the conditions of engagement within To the extent such reports contain power and authority to accomplish the fourteen (14) calendar days of information that the Divestiture Trustee divestiture to an Acquirer acceptable to appointment of the Divestiture Trustee, deems confidential, such reports shall the United States at such price and on the United States may, in its sole not be filed in the public docket of the such terms as are then obtainable upon discretion, take appropriate action, Court. The Divestiture Trustee shall at reasonable effort by the Divestiture including making a recommendation to the same time furnish such report to Trustee, subject to the provisions of the Court. The Divestiture Trustee shall, Defendant ABI and to the United States, Sections IV, VI, and VII of this Final within three (3) business days of hiring which shall have the right to make Judgment, and shall have such other any other professionals or agents, additional recommendations consistent powers as this Court deems appropriate. provide written notice of such hiring with the purpose of the trust. The Court C. Subject to Section VI.E of this Final and the rate of compensation to thereafter shall enter such orders as it Judgment, the Divestiture Trustee may Defendant ABI and the United States. shall deem appropriate to carry out the hire at the cost and expense of Defendant ABI shall use its best efforts purpose of the Final Judgment, which Defendant ABI any investment bankers, to assist the Divestiture Trustee in may, if necessary, include extending the attorneys, or other agents, who shall be accomplishing the required divestiture. trust and the term of the Divestiture solely accountable to the Divestiture The Divestiture Trustee and any Trustee’s appointment by a period Trustee, reasonably necessary in the consultants, accountants, attorneys, and Divestiture Trustee’s judgment to assist other persons retained by the requested by the United States. in the divestiture. Any such investment Divestiture Trustee shall have full and H. If the United States determines that bankers, attorneys, or other agents shall complete access to the personnel, books, the Divestiture Trustee has ceased to act serve on such terms and conditions as records, and facilities of the business to or failed to act diligently or in a the United States approves including be divested, and Defendant ABI shall reasonably cost-effective manner, it may confidentiality requirements and develop financial and other information recommend the Court appoint a conflict of interest certifications. relevant to such business as the substitute Divestiture Trustee.

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VII. Notice of Proposed Divestiture VIII. Monitoring Trustee compensation of the Monitoring Trustee A. Upon the filing of this Final and any consultants, accountants, A. Within two (2) business days attorneys, and other persons retained by following execution of a definitive Judgment, the United States may, in its sole discretion, appoint a Monitoring the Monitoring Trustee shall be on divestiture agreement with an Acquirer Trustee, subject to approval by the reasonable and customary terms other than Molson Coors, Defendant ABI Court. commensurate with the individuals’ or the Divestiture Trustee, whichever is B. The Monitoring Trustee shall have experience and responsibilities. The then responsible for effecting the the power and authority to monitor Monitoring Trustee shall, within three divestiture required herein, shall notify Defendants’ compliance with the terms (3) business days of hiring any the United States of any proposed of this Final Judgment and the Hold consultants, accountants, attorneys, or divestiture required by Section IV of Separate Stipulation and Order entered other persons, provide written notice of this Final Judgment. If the Divestiture by this Court, and shall have such other such hiring and the rate of Trustee is responsible, it shall similarly powers as this Court deems appropriate. compensation to Defendant ABI. F. The Monitoring Trustee shall have notify Defendant ABI. The notice shall The Monitoring Trustee shall investigate no responsibility or obligation for the set forth the details of the proposed and report on the Defendants’ divestiture and list the name, address, operation of Defendants’ businesses. compliance with their respective G. Defendants shall use their best and telephone number of each person obligations under this Final Judgment efforts to assist the Monitoring Trustee who offered or expressed an interest in and Defendants’ efforts to effectuate the in monitoring Defendants’ compliance or desire to acquire any ownership purposes of this Final Judgment, with their respective obligations under interest in the Divestiture Assets or, in including but not limited to, reviewing this Final Judgment and under the Hold the case of the Divestiture Trustee, any (a) complaints that Defendant ABI has Separate Stipulation and Order. The update of the information required to be violated Section V of this Final Monitoring Trustee and any consultants, provided under Section VI.G above. Judgment; (b) the implementation of the accountants, attorneys, and other B. Within fifteen (15) calendar days of compliance plan required by Section persons retained by the Monitoring receipt by the United States of such XIII.B of this Final Judgment; and (c) Trustee shall have full and complete notice, the United States may request any claimed breach of the Transition access to the personnel, books, records, from Defendant ABI, the proposed Services Agreements, License and facilities relating to compliance Agreements, Interim Supply Acquirer, any other third party, or the with this Final Judgment, subject to Agreements, or other agreement Divestiture Trustee if applicable, reasonable protection for trade secret or between Defendant ABI and the additional information concerning the other confidential research, Acquirer that may affect the proposed divestiture, the proposed development, or commercial accomplishment of the purposes of this information or any applicable Acquirer, and any other potential Final Judgment. If the Monitoring Acquirer. Defendant ABI and the privileges, to the extent Defendants have Trustee determines that any violation of the right to provide such access. Divestiture Trustee shall furnish any the Final Judgment or breach of any additional information requested within Defendants shall take no action to related agreement has occurred, the interfere with or to impede the fifteen (15) calendar days of the receipt Monitoring Trustee shall recommend an Monitoring Trustee’s accomplishment of of the request, unless the parties shall appropriate remedy to the Antitrust its responsibilities. otherwise agree. Division of the United States H. After its appointment, the C. Within thirty (30) calendar days Department of Justice (the ‘‘Antitrust Monitoring Trustee shall file reports after receipt of the notice or within Division’’), which, in its sole discretion, every ninety (90) days, or more twenty (20) calendar days after the can accept, modify, or reject a frequently as needed, with the United United States has been provided the recommendation to pursue a remedy. States and, as appropriate, the Court additional information requested from C. Subject to Section VIII.E of this setting forth the Defendants’ efforts to Defendant ABI, the proposed Acquirer, Final Judgment, the Monitoring Trustee comply with their individual any third party, and the Divestiture may hire at the cost and expense of obligations under this Final Judgment Trustee, whichever is later, the United Defendant ABI, any consultants, and under the Hold Separate Stipulation States shall provide written notice to accountants, attorneys, or other persons, and Order. To the extent such reports Defendant ABI and the Divestiture who shall be solely accountable to the contain information that the Monitoring Trustee, stating whether or not it objects Monitoring Trustee, reasonably Trustee deems confidential, such necessary in the Monitoring Trustee’s to the proposed divestiture. If the reports shall not be filed in the public judgment. United States provides written notice docket of the Court. D. Defendants shall not object to I. The Monitoring Trustee shall serve that it does not object, the divestiture actions taken by the Monitoring Trustee may be consummated, subject only to until the sale of all the Divestiture in fulfillment of the Monitoring Assets is finalized pursuant to either Defendant ABI’s limited right to object Trustee’s responsibilities on any ground Section IV or Section VI of this Final to the sale under Section VI.D of this other than the Monitoring Trustee’s Judgment and the Transition Services Final Judgment. Absent written notice malfeasance. Any such objection by Agreements and the Interim Supply that the United States does not object to Defendants must be conveyed in writing Agreements have expired and all other the proposed Acquirer or upon to the United States and the Monitoring relief has been completed as defined in objection by the United States, a Trustee within ten (10) calendar days Section V unless the United States, in divestiture proposed under Section VI after the action taken by the Monitoring its sole discretion, authorizes the early shall not be consummated. Upon Trustee giving rise to Defendants’ termination of the Monitoring Trustee’s objection by Defendant ABI under objection. service. Section VI.D, a divestiture proposed E. The Monitoring Trustee shall serve under Section VI shall not be at the cost and expense of Defendant IX. Financing consummated unless approved by the ABI on such terms and conditions as the Defendants shall not finance all or Court. United States approves. The any part of any purchase made pursuant

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to Section IV or Section VI of this Final within fifteen (15) calendar days after the procedures implemented to effect Judgment. the change is implemented. compliance with Section XIII.A of this C. Defendants shall keep all records of Final Judgment. In the event that the X. Hold Separate all efforts made to preserve and divest United States rejects a Defendant’s Until the divestiture required by this the Divestiture Assets until one year compliance plan, that Defendant shall Final Judgment has been accomplished, after the date of the divestiture. be given the opportunity to submit, or the Transaction is abandoned by the XII. Notification of Future Transactions within ten (10) business days of Defendants in accordance with the receiving the notice of rejection, a terms of the Co-Operation Agreement A. Unless such transaction is revised compliance plan. If the United between the Defendants dated otherwise subject to the reporting and States and a Defendant cannot agree on November 11, 2015 and the United waiting period requirements of the Hart- a compliance plan, the United States States has notified the Court, Scott-Rodino Antitrust Improvements shall have the right to request that the Defendants shall take all steps necessary Act of 1976, as amended, 15 U.S.C. 18a Court rule on whether the Defendant’s to comply with the Hold Separate (the ‘‘HSR Act’’), Defendant ABI, proposed compliance plan is Stipulation and Order entered by this without providing at least thirty (30) reasonable. Court. Defendants shall take no action calendar days advance notification to C. Each Defendant may submit to the that would jeopardize the divestiture the United States, shall not directly or United States evidence relating to the ordered by this Court. indirectly acquire or license a Covered actual operation of its respective Interest in or from a Covered Entity. XI. Affidavits compliance plan in support of a request B. Any such notification shall be to modify such compliance plan set A. Within twenty (20) calendar days provided to the Antitrust Division in the forth in this Section XIII. In determining of the filing of this proposed Final same format as, and per the instructions whether it would be appropriate to Judgment, and every thirty (30) calendar relating to the Notification and Report consent to modify the compliance plan, days thereafter until the divestiture has Form set forth in the Appendix to Part the United States, in its sole discretion, been completed under Section IV or 803 of Title 16 of the Code of Federal shall consider the need to protect Section VI, each Defendant shall deliver Regulations as amended. Notification Confidential Information and the impact to the United States an affidavit as to the shall be provided at least thirty (30) the compliance plan has had on fact and manner of its compliance with calendar days prior to acquiring any Defendant ABI’s ability to efficiently Section IV or Section VI of this Final such interest. If within the 30-day provide services, supplies, and products Judgment. Each such affidavit on behalf period after notification, representatives under the Transition Services of Defendant ABI shall also include the of the Antitrust Division make a written Agreements, the License Agreements, name, address, and telephone number of request for additional information, the Interim Supply Agreements, and any each person who, during the preceding Defendant ABI shall not consummate agreements entered into between thirty (30) calendar days, made an offer the proposed transaction or agreement Defendant ABI and the Acquirer subject to acquire, expressed an interest in until thirty (30) calendar days after to Section V.C. acquiring, entered into negotiations to submitting all such additional D. Defendants shall prior to the acquire, or was contacted or made an information. Early termination of the Completion of the Transaction, and inquiry about acquiring, any interest in waiting periods in this paragraph may Defendant ABI shall following Closing: the Divestiture Assets, and shall be requested and, where appropriate, 1. Furnish a copy of this Final describe in detail each contact with any granted in the same manner as is Judgment and related Competitive such person during that period. applicable under the requirements and Impact Statement within sixty (60) days Defendant ABI’s affidavit shall also provisions of the HSR Act and rules of entry of the Final Judgment to (a) include a description of the efforts promulgated thereunder. each officer, director, and any other Defendant ABI has taken to solicit C. All references to the HSR Act in employee that will receive Confidential buyers for the Divestiture Assets, and to this Final Judgment refer to the HSR Act Information; (b) each officer, director, provide required information to as it exists at the time of the transaction and any other employee that is involved prospective Acquirers, including the or agreement and incorporate any in (i) any contact with the Acquirer or limitations, if any, on such information. subsequent amendments to the HSR MillerCoors, (ii) making decisions under Assuming the information set forth in Act. This Section XII shall be broadly the Transition Services Agreements, the the affidavit is true and complete, any construed and any ambiguity or License Agreements, the Interim Supply objection by the United States to uncertainty regarding the filing of notice Agreements, and any agreements information provided by Defendants, under this Section XII shall be resolved entered into between Defendants and including limitation on information, in favor of filing notice. the Acquirer subject to Section V.C, or shall be made within fourteen (14) (iii) making decisions regarding calendar days of receipt of such XIII. Nondisclosure of Information Defendant ABI’s relationships with, affidavit. A. Each Defendant shall implement agreements with, or policies regarding B. Within twenty (20) calendar days and maintain procedures to prevent the Distributors; and (c) any successor to a of the filing of this proposed Final disclosure of Confidential Information person designated in Section XIII.D.1(a) Judgment, each Defendant shall deliver by or through Defendants to Defendants’ or (b); to the United States an affidavit that respective affiliates who are involved in 2. annually brief each person describes in reasonable detail all actions the marketing, distribution, or sale of designated in Section XIII.D.1 on the it has taken and all steps it has Beer or other beverages in the Territory, meaning and requirements of this Final implemented on an ongoing basis to or to any other person who does not Judgment and the antitrust laws; and comply with Section X of this Final have a need to know the information. 3. obtain from each person designated Judgment. Each Defendant shall deliver B. Each Defendant shall, within ten in Section XIII.D.1, within sixty (60) to the United States an affidavit (10) business days of the entry of the days of that person’s receipt of the Final describing any changes to the efforts Hold Separate Stipulation and Order, Judgment, a certification that he or she and actions outlined in its earlier submit to the United States a (i) has read and, to the best of his or her affidavits filed pursuant to this section compliance plan setting forth in detail ability, understands and agrees to abide

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by the terms of this Final Judgment; (ii) for the purpose of securing compliance XVIII. Expiration of Final Judgment is not aware of any violation of the Final with this Final Judgment, or as Unless this Court grants an extension, Judgment that has not been reported to otherwise required by law. this Final Judgment shall expire ten (10) the company; and (iii) understands that D. If at the time information or years from the date of its entry. any person’s failure to comply with this documents are furnished by Defendants Final Judgment may result in an to the United States, Defendants XIX. Public Interest Determination enforcement action for civil or criminal represent and identify in writing the Entry of this Final Judgment is in the contempt of court against that material in any such information or public interest. The parties have Defendant and/or any person who documents to which a claim of complied with the requirements of the violates this Final Judgment. protection may be asserted under the Antitrust Procedures and Penalties Act, Protective Order, then the United States XIV. Compliance Inspection 15 U.S.C. 16, including making copies shall give Defendants ten (10) calendar available to the public of this Final A. For the purposes of determining or days notice prior to divulging such Judgment, the Competitive Impact securing compliance with this Final material in any legal proceeding (other Statement, and any comments thereon Judgment, or of determining whether than a grand jury proceeding). and the United States’ responses to the Final Judgment should be modified comments. Based upon the record or vacated, and subject to any legally XV. No Reacquisition before the Court, which includes the recognized privilege, from time to time Defendant ABI may not reacquire any Competitive Impact Statement and any authorized representatives of the part of the Divestiture Assets during the comments and response to comments Antitrust Division, including term of this Final Judgment. filed with the Court, entry of this Final consultants and other persons retained XVI. Bankruptcy Judgment is in the public interest. by the United States, shall, upon written request of an authorized representative The failure of any party to any lllllllllllllllllll of the Assistant Attorney General in agreement entered into to comply with Date: charge of the Antitrust Division, and on this Final Judgment to perform any Court approval subject to procedures of reasonable notice to Defendants, be remaining obligations of such party the Antitrust Procedures and Penalties permitted: under the agreement shall not excuse Act, 15 U.S.C. 16. 1. Access during Defendants’ office performance by the other party of its lllllllllllllllllll hours to inspect and copy, or at the obligations thereunder. Accordingly, for United States District Judge option of the United States, to require purposes of Section 365(n) of the Defendants to provide hard copy or Bankruptcy Reform Act of 1978, as Attachment A—Miller Brands electronic copies of, all books, ledgers, amended, and codified as 11 U.S.C. 101 1. Hamm’s accounts, records, data, and documents et. seq. (the ‘‘Bankruptcy Code’’) or any A. Hamm’s in the possession, custody, or control of analogous provision under any law of B. Hamm’s Golden Draft Defendants, relating to any matters any foreign or domestic, federal, state, C. Hamm’s Special Light contained in this Final Judgment; and provincial, local, municipal or other 2. Icehouse 2. to interview, either informally or on governmental jurisdiction relating to A. Icehouse 5.0 the record, Defendants’ officers, B. Icehouse 5.5 bankruptcy, insolvency or C. Icehouse Light employees, or agents, who may have reorganization (‘‘Foreign Bankruptcy 3. Magnum Malt Liquor their individual counsel present, Law’’), (a) the agreement will not be 4. Mickey’s regarding such matters. The interviews deemed to be an executory contract, and A. Mickey’s shall be subject to the reasonable (b) if for any reason a License B. Mickey’s Ice convenience of the interviewee and Agreement is deemed to be an executory 5. Miller without restraint or interference by contract, the licenses granted under the A. Miller Chill Defendants. License Agreement shall be deemed to B. Miller Dark C. Miller Genuine Draft B. Upon the written request of an be licenses to rights in ‘‘intellectual D. Miller Genuine Draft Light authorized representative of the property’’ as defined in Section 101 of E. Miller Genuine Draft 64 Assistant Attorney General in charge of the Bankruptcy Code or any analogous F. Miller High Life the Antitrust Division, Defendants shall provision of Foreign Bankruptcy Law G. Miller High Life Light submit written reports or respond to and the Acquirer shall be protected in H. Miller Lite written interrogatories, under oath if the continued enjoyment of its right I. Miller Mac’s Light requested, relating to any of the matters under the License Agreement including, J. Miller Pilsner contained in this Final Judgment as may without limitation, the Acquirer so K. Miller Special be requested. Written reports authorized 6. Milwaukee’s elects, the protection conferred upon A. Milwaukee’s Best under this paragraph may, at the sole licensees under 11 U.S.C. Section 365(n) B. Milwaukee’s Best Dry discretion of the United States, require of the Bankruptcy Code or any C. Milwaukee’s Best Ice Defendants to conduct, at Defendants’ analogous provision of Foreign D. Milwaukee’s Best Light cost, an independent audit or analysis Bankruptcy Law. 7. Olde English relating to any of the matters contained A. in this Final Judgment. XVII. Retention of Jurisdiction B. Olde English 800 7.5 C. No information or documents This Court retains jurisdiction to C. Olde English High Gravity 800 obtained by the means provided in this enable any party to this Final Judgment 8. section shall be divulged by the United to apply to this Court at any time for 9. Sharp’s (Non-Alcohol) States to any person other than an further orders and directions as may be 10. Southpaw Light 11. Steel authorized representative of the necessary or appropriate to carry out or A. Triple Export 8.1% executive branch of the United States, construe this Final Judgment, to modify B. Steel Reserve High Gravity except in the course of legal proceedings any of its provisions, to ensure and C. Steel Reserve High Gravity 6.0 to which the United States is a party enforce compliance, and to punish D. Steel Six (including grand jury proceedings), or violations of its provisions. 12. Frederick Miller Classic Chocolate Lager

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13. Henry Weinhard’s between La Constancia S. S.A. de C.V. Comprehensive Environmental A. Henry Weinhard’s Blonde Lager and Winery Exchange, Inc. Response, Compensation, and Liability B. Henry Weinhard’s Blue Boar Attachment C—Defendant ABI’s Act, 42 U.S.C. 9601–9675 (‘‘CERCLA’’). C. Henry Weinhard’s Classic Dark Lager The claim sought to recover costs D. Henry Weinhard’s Hefeweizen Calculation Beer Volume Sold Through E. Henry Weinhard’s Private Reserve ABI-Owned Distributors incurred and expected to be incurred in F. Henry Weinhard’s Belgian Style Wheat the future by the United States in For purposes of Section V.B., the response to releases and threats of G. Henry Weinhard’s Root Beer percentage of Defendant ABI’s Beer sold H. Henry Weinhard’s Black Cherry releases of hazardous substances at or in I. Henry Weinhard’s Vanilla Cream by ABI-Owned Distributors in the connection with the Faith, Hope, Doris, J. Henry Weinhard’s Orange Cream Territory will be calculated according to and Isabella Uranium Mine Sites, 14. Leinenkugel’s the following formula: located in McKinley County, New A. Leinenkugel’s Apple Spice Mexico (‘‘New Mexico Sites’’). B. Leinenkugel’s Berry Weiss Under the Settlement Agreement, EPA C. Leinenkugel’s BIG BUTT will receive $4,000,000.00. The D. Leinenkugel’s Creamy Dark E. Leinenkugel’s Honey Weiss Where X and Y are defined as: Settlement Agreement contains covenants not to sue by the United F. Leinenkugel’s Light X = volume of Defendant ABI’s Beer that G. Leinenkugel’s Oktoberfest was sold by ABI-Owned Distributors to States on behalf of EPA in favor of EFH H. Leinenkugel’s Original Lager retailers in the Territory, as indicated by the Properties and its predecessors, Chaco I. Leinenkugel’s Red Lager most comprehensive data then used by ABI Energy Company, TXU Industries J. Leinenkugel’s Sunset Wheat (currently, ABI’s BudNet system), during the Company LLC, and EFH Properties 15. Sparks Relevant Period. The Relevant Period, for Company LLC (the ‘‘Covenant A. Sparks purposes of this Attachment C, shall be the Beneficiaries’’), under Sections 106 and B. Sparks Light 12 month period ending at the month-end 107 of CERCLA, 42 U.S.C. 9606, 9607 C. Sparks Plus 6% immediately prior to the execution of the D. Sparks Plus 7% and Section 7003 of the Resource acquisition agreement governing the Conservation and Recovery Act, 42 Attachment B—Import Brands acquisition by ABI of the assets or equity interest, as applicable, of a Distributor. For U.S.C. 6973, with respect to the EPA 1. Pilsner Urquell the avoidance of doubt, X will include the claim or the New Mexico Sites. The 2. Peroni volume of Defendants’ Beer that was sold Settlement Agreement also contains a 3. Grolsch during the Relevant Period to retailers in the covenant not to sue by the United States 4. territory by the Distributor whose assets or on behalf of DOI in favor of the 5. Lech equity interests are the subject of the Covenant Beneficiaries, for natural 6. Cerveza Aguila acquisition agreement. resources damages claims under 7. Cristal Y = volume of Defendant ABI’s Beer that Sections 107 of CERCLA, 42 U.S.C. 8. Cusquena was sold to retailers in the Territory during 9607, with respect to the EPA claim or 9. Sheaf the Relevant Period, as indicated by the most 10. comprehensive data then used by ABI the New Mexico Sites. 11. Bitter (currently, ABI’s BudNet system). The publication of this notice opens a period for public comment on the 12. [FR Doc. 2016–18504 Filed 8–3–16; 8:45 am] 13. Pure Blonde Settlement Agreement. Comments 14. and Carlton Dry BILLING CODE 4410–11–P should be addressed to the Assistant 15. Matilda Bay Brewing Company products Attorney General, Environment and described in the Exploitation of Rights DEPARTMENT OF JUSTICE Natural Resources Division, and should Agreement between MBBC Pty Ltd (ACN refer to In re Energy Future Holdings 009 077 703) and MillerCoors LLC dated Corp., et al., Case No. 14–10979 (CSS), as of March 31, 2013 Notice of Filing of Notice of Settlement 16. Company products Under the Comprehensive D.J. Ref. No. 90–5–2–1–09894/2. All described in the Exploitation of Rights Environmental Response, comments must be submitted no later Agreement between Cascade Brewery Compensation, and Liability Act and than fifteen (15) days after the Company Pty Ltd (ACN 058 152 195) and the Resource Conservation and publication date of this notice. MillerCoors LLC dated as of March 31, Recovery Act Comments may be submitted either by 2013 email or by mail: 17. Caguama On July 28, 2016, a Notice of 18. Cantina Settlement Among EFH Properties To submit Send them to: 19. Pilsener Company and the United States on comments: 20. Regia behalf of the U.S. Environmental 21. Suprema Protection Agency (‘‘EPA’’) and the U.S. By e-mail ...... pubcomment-ees.enrd@ 22. Taurino usdoj.gov. 23. Barena Department of the Interior (‘‘DOI’’) was By mail ...... Assistant Attorney General 24. Port Royal filed with the United States Bankruptcy U.S. DOJ—ENRD 25. Salva Vida Court for the District of Delaware in the P.O. Box 7611 26. Santiago bankruptcy proceeding entitled In re Washington, DC 20044–7611. 27. Haywards 5000 Energy Future Holdings Corp., et al., 28. Arriba Case No. 14–10979 (CSS). The proposed Under section 7003(d) of RCRA, a 29. Caballo Settlement Agreement is attached to the commenter may request an opportunity 30. Cabana Notice of Settlement as Exhibit A. for a public meeting in the affected area. 31. Del Mar The Settlement Agreement resolves a During the public comment period, 32. San Lucas claim against EFH Properties Company the Settlement Agreement may be 33. Tocayo examined and downloaded at this 34. Rialto (‘‘EFH Properties’’), as the alleged 35. to the extent not otherwise listed herein, corporate successor to former mine Justice Department Web site: https:// La Constancia S.A. de C.V. products operators, asserted by the United States www.justice.gov/enrd/consent-decrees. described in the Supplier-Importer on behalf of the Environmental We will provide a paper copy of the Agreement, dated as of July 11, 2005 Protection Agency under the Settlement Agreement upon written

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