United Spirits agrees to sell Whyte & Mackay to Emperador

By Nandita Bose

MUMBAI/LONDON (Reuters) - United Spirits Ltd agreed to sell its Whyte & Mackay scotch whisky unit to Emperador Inc in a 430 million pound ($729 million) deal that satisfies UK antitrust concerns and the Filipino company's thirst for growth.

United must sell Whyte & Mackay after world whisky leader Diageo Plc took a controlling stake in the Indian spirits maker. Britain's competition authority said Diageo's Bell's brand competes with Whyte & Mackay's whisky and that the combination could stifle competition.

Emperador, known for its brandy, said the deal was in line with its plans to expand its portfolio.

"We believe that Whyte & Mackay is a prized asset with excellent growth opportunity," said Emperador Chairman Andrew Tan, a billionaire who is one of the Philippines' richest people. He said the firm continued to look at other investments.

With an enterprise value of 430 million pounds, the deal represents a multiple of 19.3 times estimated 2014 earnings before interest, tax, depreciation and amortization (EBITDA), a very high price considering how much of its business is low-priced and unbranded bulk whisky.

Suntory Holdings recently paid 20 times EBITDA for Beam, and LVMH LVMH.PA paid 23 times for Glenmorangie in 2004, but those involved large well-known brands.

Excluding the Whyte & Mackay brand and its bulk whisky, the remaining malt whiskies Dalmore, Jura, Tamnavulin and Fetercairn fetched a multiple that was "stratospheric," said a person familiar with the matter, adding that Emperador beat two other bidders in the last round.

Diageo originally wanted to keep Dalmore and Tamnavulin, but sources told Reuters last year that including the high-end Dalmore would lead to a more lucrative sale.

In April, Diageo launched a $1.9 billion bid to nearly double its stake in United Spirits to 54.8 percent. The Indian company was previously owned by tycoon Vijay Mallya, who has shed assets under a heavy debt load and after the collapse of Kingfisher Airlines.

United Spirits acquired Whyte & Mackay seven years ago from its former Chief Executive Vivian Imerman for 595 million pounds.

The deal remains subject to regulatory approvals in India and Britain as well as from the Reserve Bank of India (RBI).

The RBI's approval is needed, because the sale will result in a significant write-off of loan amounts recoverable by United Spirits from its British subsidiary, the statement added. It did not give details.

Last year United Spirits mandated Rothschild, Rabobank and Standard Chartered to manage the sale process. Emperador was advised by Macquarie.

(Reporting by Nandita Bose and Martinne Geller; Editing by Jane Baird and Keiron Henderson)