vintage wine estates

Vintage Wine Estates, One of the Fastest-Growing U.S. Wine Producers, to Become a Public Company

  • Bespoke Capital Acquisition Corp. (TSX: BC.U) and Vintage Wine Estates enter into a merger agreement
  • Vintage Wine Estates has a revenue and EBITDA CAGR of over 20% since 2010
  • Paul Walsh, Executive Chairman of BCAC and former Diageo CEO, to become non-executive Chairman of the combined company. Pat Roney, CEO and founder of Vintage Wine Estates, to continue as CEO of the combined company
  • Pro forma implied market capitalization and enterprise value of approximately US$690 million plus more than US$50 million of potential deferred consideration
  • Wasatch Global Investors acquires US$28 million stake in Vintage Wine Estates
  • Bespoke Capital Acquisition Corp. in the process of listing on the NASDAQ
  • Investor conference call scheduled for 8:30 AM ET on Thursday, February 4

TORONTO and SANTA ROSA, Calif., Feb. 04, 2021 (GLOBE NEWSWIRE) — Bespoke Capital Acquisition Corp. (TSX: BC.U) (TSX: BC.WT.U) (OTCPK:BKCQ.F) (“BCAC”), a publicly-traded special purpose acquisition company, and Vintage Wine Estates (“VWE” or the “Company”), one of the fastest growing U.S. wine producers with an industry leading direct-to-customer platform, announced today a definitive agreement for a business combination that would result in VWE becoming a publicly traded company. The combined company will be named Vintage Wine Estates, Inc. The merger was approved by both Boards, and all key shareholders of VWE have agreed to support the transaction. The completion of the merger is not subject to any financing or minimum cash requirement, but only customary closing conditions for a transaction of this nature. Prior to the signing of the definitive agreement, funds managed by Wasatch Global Investors acquired a US$28 million stake in VWE from existing investors.

VWE is a high-growth, scaled U.S. wine producer. Since its founding 20 years ago, the Company has grown organically and through more than 20 acquisitions, today selling nearly 2 million nine-liter equivalent cases annually. VWE is diverse across price points and varietals with over 50 brands ranging from US$10-$150 at retail, a majority of which are sold in the US$12-$20 price range. In addition, the Company deploys a well-balanced omni-channel strategy encompassing direct-to-consumer, wholesale and exclusive brands arrangements with national retailers. The result is a stable platform that has thrived even in periods of economic uncertainty. Profitable every year since inception, VWE has achieved +20% average annual revenue and EBITDA growth since 2010.

The combination is expected to allow VWE to expand and accelerate its proven growth strategy. VWE will continue to be led by Pat Roney as CEO and will retain VWE’s highly experienced management team, augmented by former Diageo CEO, Paul Walsh, as non-executive Chairman. Key BCAC partners Rob Berner and Mark Harms will join the Board as non-executive directors, and the combined company will have a strong group of independent directors including experienced wine industry executives and finance/legal executives with a focus on ESG and diversity.

Vintage Wine Estates Investment Highlights:

  • Large and Growing Industry – The highly fragmented US$45+ billion U.S. wine industry has seen consistent and sustained growth over the past 25 years. Compared to other wine consuming markets, the U.S. market is believed by VWE to have significant headroom for further growth
  • Highly Attractive Financial Profile – VWE has a consistent long-term track record of delivering high growth, including net revenue and EBITDA CAGR of greater than 20% since 2010
  • Proven Growth Strategy with Strong Balance Sheet – VWE has successfully integrated over 20 acquisitions since 2010 and is poised to continue to drive significant growth through acquisitions with an actionable M&A pipeline and strong balance sheet with approximately US$400 million of assets. The Company is expected to have no net debt at closing
  • Diversified Distribution Focused on High Growth Segment – VWE has a balanced approach to sales across direct-to-consumer, B2B and wholesale channels and is focused on the highest growing segment of the wine industry, the US$10-$20 premium price point
  • Well Positioned for Margin Expansion – Expanded production capacity (to 15 million from 7 million cases/year) with a high speed bottling line investment, combined with new warehouse/distribution centers position the Company well for considerable long-term margin expansion
  • Experienced Management Paired with Best-In-Class Oversight – VWE’s CEO and President have over 60 years of combined industry experience. Paul Walsh, Chairman of the combined company, has an established track record in the consumer industry including a 13-year tenure as CEO of Diageo where he and his team created over US$80 billion in shareholder value
  • Shareholder Alignment – Key VWE shareholders and Bespoke Capital Partners are retaining their equity stake in the combined company and will be subject to an 18-month lock-up period, demonstrating their conviction in the combination. In support of the transaction, Bespoke Capital Partners is forfeiting one third of both its Class B shares and warrants

Paul Walsh, Executive Chairman of BCAC, commented, “After evaluating over 100 companies, we are delighted to have identified VWE as the ideal merger partnerThe Company represents a unique and compelling investment opportunity in the consumer staples space. VWE’s well-diversified portfolio of high-quality brands spanning all price points and differentiated omni-channel marketing approach bring great balance. In addition, the Company has a deeply experienced management team with a strong track record of synergistic deal-making, which, on top of impressive organic growth, should continue and will help drive profitable growth as well as enhance shareholder value over the long term.”

“We are excited to partner with BCAC and transition VWE to be a public company,” said Pat Roney, founder and CEO of VWE. “Our advantaged scale within a highly fragmented wine industry, industry-leading DTC platform that positions us well in a post-COVID consumer world and premium brand portfolio provide a strong foundation to build upon and sustain robust long-term growth. With an enhanced access to capital and a wealth of knowledge and operational expertise brought to the table by the BCAC team, we see ourselves at a positive inflection point in our growth outlook. This transaction will not only enable us to invest behind our brands to drive market share where necessary, but it will also fuel the next phase of our rapid growth in the U.S. wine industry.”

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