If you like to obsess over the details of a big corporate merger — and why not? How often do these deals actually deliver the synergies executives promise at the start? — then we recommend yet another corner of Calcbench for you to research: our database of SEC comment letters.
We mention this because just last week we saw a letter from the SEC to Molson-Coors Brewing Co., questioning the company about its $12 billion merger announced in October 2016.
Except, as you can see below, the final deal wasn’t for $12 billion. Molson, the acquiring company, chopped $330 million off the final price to acquire Miller-Coors.
We note you completed the acquisition of MillerCoors in October 2016 for $12 billion in cash, subject to a downward purchase price adjustment as described in the purchase agreement. You disclose that you settled the purchase price adjustment with ABI on Jan. 21, 2018 for $330 million and since this settlement occurred after the finalization of purchase accounting, the settlement proceeds will be recorded as a gain within special items, net in your consolidated statement of operations for the three months ended March 31, 2018…
The SEC specifically wanted more detail on how that $330 million discount factors into the assets and liabilities Molson acquired, according to U.S. accounting rules. For whatever reason, the SEC staff didn’t feel that Molson had fully presented those details in its Form 10-K filed earlier this year.
The letter itself went to Molson-Coors in April. Per normal SEC practice, comment letters are only released to the public several weeks later, which is why we noticed it last week. (We were not drinking Molson on the job, we swear.)
As part of the Calcbench quest to tame all financial data and present it to you in easy-to-find, easy-to-read format, we have an index of publicly available SEC comment letters. It’s part of our Interactive Disclosure tool, where comment letters are among the many types of disclosure you can choose to search from the pull-down menu on the left side of your screen.
And as we can see from this letter above, the SEC can get into juicy stuff like purchase price allocation for mergers, revenue recognition, non-GAAP metrics that might push the limits of good taste, and more.
So feel free to crack open a bottle of Labatt’s and dive in — er, to the data, that is.
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