Vintage Wine Estates — SPAC Merger (February 2021)
43 slides from Vintage Wine Estates's SPAC merger presentation, Feb 4, 2021
Slide 1: Filing pursuant to Rule 425
Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Filer : Bespoke Capital Acquisition Corp. Subject Company : Bespoke Capital Acquisition Corp. Filer 's Commission File Number: 000-56227 Date: February 4, 2021
Slide 2: Disclaimer
Disclaimer This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Bespoke Capital Acquisition Corp. (“BCAC”) and Vintage Wine Estates, Inc. (“VWE”) and re
Slide 3: Disclaimer (Cont'd)
Disclaimer (Cont’d) Financial Information; Non-GAAP Financial Measures The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in, any p
Slide 4: Today's Presenters
Today’s Presenters Pat Roney Founder & CEO 20+ years at VWE 30+ years of industry experience Terry Wheatley President 6 years at VWE 30+ years of industry experience Paul Walsh Chairman Ex-CEO at Diageo (13+ years) 30+ years FMCG sector experience Rob Berner Managing Partner 30+ years private equity
Slide 5: Today's Agenda
Today’s Agenda Introduction & Investment Thesis Business Overview III Value Creation Strategy IVFinancial Overview
Slide 6: Introduction & Investment Thesis
|. Introduction & Investment Thesis
Slide 7: Why BCAC is Excited about Vintage Wine Estates
Why BCAC is Excited about Vintage Wine Estates VWE operates in a large, growing market and focuses on the industry’s highest growth categories 427mm Wine cases consumed annually in the U.S.(1) c.6% Market value CAGR 2020-23E in >$10 wines segment(1) Proven and successful business model with diversif
Slide 8: Transaction Overview
Transaction Overview Transaction Description Enterprise value of $691mm (12.8x FY 2022E EBITDA of $54mm(1)), representing an attractive valuation relative to comparable companies Existing VWE shareholders to be paid $32mm; MIP cash out of $9mm; Wasatch Capital acquiring $28mm block from a VWE sellin
Slide 9: BCAC Value Add Key Highlights
BCAC Value Add Key Highlights 12 Deep Global Industry Knowledge and Relationships 34 Extensive M&A Expertise Syndicated Financing, Paul Walsh – Executive Chairman of BCAC Previously served as the CEO of Diageo for 13 years Over 40 years of experience across a variety of industries including CPG, res
Slide 10: Business Overview
Business Overview
Slide 11: Proven and Successful Track-Record
Proven and Successful Track-Record 20002007200920102011201220132014201520162017201820192021 Pat Roney acquired Girard Winery Marco DiGiulio becomes winemaker Launched Exclusive Brands Program Formed Vintage Wine Estates Signed agreement with Deutsch Family Wine & Spirits Acquired Cosentino Winery Ac
Slide 12: The Leading U.S. Wine Growth Platform—VWE by the Numbers
The Leading U.S. Wine Growth Platform—VWE by the Numbers Attractive Portfolio of 50+ Owned Brands Across All Premium Price Points Products Available at 43,000+ Locations(1) 850K+ Active Email List Subscribers 20+ Exclusive Brand Accounts(2) 20+ Successfully Integrated Acquisitions 2,800 Vineyard Acr
Slide 13: Vintage Wine Estates – Where We Win
Vintage Wine Estates – Where We Win We generate balanced, consistent growth from our three primary sales channels Direct-to-Consumer (Clubs, E-commerce, Tasting Rooms, QVC, TeleSales) c.29% Of Net Revenue c.33% Of Net Revenue B2B (Exclusive Brands and Custom Crush / Production Services) Wholesale (O
Slide 14: Strategically Built Asset Base and Product Portfolio
Strategically Built Asset Base and Product Portfolio We Have Range $10 $150 Diversified in Lifestyle Wines Diversified in Luxury ESTATE WINERIES & LUXURY WINES
Slide 15: VWE Focused on Key Growth Segment of the Wine Market
VWE is Primarily Focused on the Key Growth Segment of the Wine Market, the $10 - $20 Premium Price Point U.S. Domestic Table Wines Consumption by Price Point 2017-23E(1) (Value in US$ bn) $ 36.1 VWE Case Volume by Retail Price Point(2) <$10 1% $ 29.2 7.0 $ 32.3 8.1 9.6 $20+ 20% 11.013.015.6 11.211.3
Slide 16: Best-in-Class Vineyards and Brand Portfolio
Best-in-Class Vineyards and Brand Portfolio VWE VineyardsIndustry Leading Portfolio 2018 SILVER LABEL CHARDONNAY 95 D O U BL E Sunset Magazine International Wine Comp. 2020 MALBEC GOLD/RESERVE CLASS CHAMPION Houston Uncorked BARREL-AGED CABERNET SAUVIGNON 96 D O U BL E B E S T O F C L A S S Sunset M
Slide 17: Direct-to-Consumer
Direct-to-Consumer Direct-to-Consumer segment represented c.29% of net revenue during the past fiscal year Wine Clubs 19 Different Wine Clubs >36k Wine Club Members as of 6/30/20 Direct-to-Consumer Net Revenue +11.5% CAGR $62 Cameron Hughes $50 $56 QVC Tasting Rooms Windsor Vineyards FY 2019AFY 2020
Slide 18: B2B Channel Provides Consistent Growth
B2B Channel Provides Consistent Growth
Slide 19: Growth Opportunity Through Powerful Scale and Distribution
Growth Opportunity Through Powerful Scale and Distribution Deep, longstanding relationships across numerous national chain accounts Significant Whitespace Opportunity Other Key National Retailers
Slide 20: Innovation and B2B Opportunities
Innovation and B2B Opportunities Exclusive retailer partnerships Deep wholesaler relationships Nimble, scalable production model Rapid time-to-market Track record of successful innovation DISCOVER THE BEST.LOW ALC and LOW CALORIES
Slide 21: Category Adjacency Opportunities
Category Adjacency Opportunities Hard Seltzer category continues to grow Overall California-only Cannabis Infused Beverages growing at 78% Hard Cider provides alternative distribution model for innovation and is outpacing beer growth x self Access to market insights; access to distribution ‘teller h
Slide 22: ESG Approach - Committed to Sustainability, Inclusion and Corporate Governance
ESG Approach - Committed to Sustainability, Inclusion and Corporate Governance Strong Company CulturePartnerships Environmental Sustainability Stewardship guides our practices in the vineyard and in the cellar Social Sustainability Advocating inclusion, diversity and social commitment Corporate Gove
Slide 23: Wine Industry is Poised for Continued Growth
Wine Industry is Poised for Continued Growth Since 1970, wine consumption in the U.S. has doubled yet per capita consumption remains less than 1/3 that of France and Italy 50 Years of Consistent Growth(1)Substantial Headroom in the U.S.(2) (Total U.S. Wine Consumption)(Per Capita Wine Consumption) 2
Slide 24: Premiumization Accelerating During COVID Period
Premiumization Accelerating During COVID Period VWE’s portfolio is focused on premium and luxury wines – the fastest growing price points in the industry U.S. Dollar Value and Volume Growth by Price Tier (1) Dollar Value $9.3bn Dollar Value $7.2bn 26.5% 19.6% 20.8% 19.6% 12.8% 7.5% (1.3%)2.9% Box(<$
Slide 25: Emerging Momentum in Exclusive Brand and Direct-to-Consumer Sales Channels
Emerging Momentum in Exclusive Brand and Direct-to-Consumer Sales Channels The U.S. wine industry has experienced significant tailwinds outside of the traditional wholesale channel Outsized Growth in Exclusive Brands(1) ChannelSecular Shift to Direct-to-Consumer Accelerated Due to COVID (Private Lab
Slide 26: [LOGO]
[LOGO]
Slide 27: Select Exclusive Brands Customers
Select Exclusive Brands Customers
Slide 28: Favorable Industry Dynamics for a Consolidator
Favorable Industry Dynamics for a Consolidator Large participants with access to capital are poised to take advantage of the coming period of increased wine industry consolidation as small and mid-size wineries come under intense pressure from a convergence of a number of sector dynamics HIGHLY-FRAG
Slide 29: Selected Acquisition Case Studies
Selected Acquisition Case Studies Expected Close Q3 FY 2021(3) Calculated as Gross Profit 3 years after acquisition / Purchase Price. (2) Calculated as Gross Profit 3 years after acquisition / Purchase Price net of real property and inventory costs. (3) Common shareholders to VWE acquired minority s
Slide 30: Robust Acquisition Process & Pipeline
Robust Acquisition Process & Pipeline M&A Funnel 10,000+ U.S. wineries 40-60 Deals reviewed per year ~4 LOIs sent per year Acquisition Criteria xAccretive to earnings xComplementary with our sales and distribution platform xSignificant cost synergies xUnder-invested brands with opportunities for inc
Slide 31: Financial Overview
Financial Overview ##soft-
Slide 32: Compelling Financial Profile and Diversified Revenue Base
Compelling Financial Profile and Diversified Revenue Base Net Revenue by Segment(1)Case Volume by Price Point(1,2)Case Volume by Category(1) B2B ~33% Direct-to-Consumer ~29% Wholesale ~38% <$10 1% $20+ 20% $10 - $19.99 79% Spirits 13% Wine 87% $250 +40% Net Revenue Growth Through the Recession $200
Slide 33: Continued Robust Growth and Profitability Expansion
Continued Robust Growth and Profitability Expansion 1,643 1,980 2,389 2,688 $198 $233 $279 $324 2,1112,240 $253$273 (2) FY 2020AFY 2021E PFFY 2022EFY 2023E (2) FY 2020AFY 2021E PFFY 2022EFY 2023E Gross Profit ($ in mm) StandaloneAcquisitions Adj. EBITDA ($ in mm) StandaloneAcquisitions $86 $102 $127
Slide 34: Recent Capital Investments will Support Future Growth
Recent Capital Investments will Support Future Growth Capital expenditures have been at an elevated level in recent years, and as projects near completion the business is now primed to rapidly scale margins with modest platform investments required going forward Major Capex Projects Warehouse Expans
Slide 35: Significant Balance Sheet Flexibility
Significant Balance Sheet Flexibility Strong asset base provides access to extremely low cost of capital and can be monetized for cash flow generation Substantial Asset Value Asset Value Estate Wineries & Equipment (Appraised) c.$190mm Inventory (Book Value) c.$200mm Tasting Rooms & Other (Estimated
Slide 36: Compelling Financial Metrics Today & in the Future
Compelling Financial Metrics Today & in the Future Today Medium Term Financial Targets(1) Annualized Growth Net Revenue Gross Margin Adj. EBITDA Margin 20%+ since inception >$200mm c.45% c.20% 20%+ c.$500mm 50%+ 25-30% (1) Includes acquisitions.
Slide 37: Comparable Companies Universe
Comparable Companies Universe U.S. Growth AlcoholHigh Growth, Consumer Captains and Consolidators
Slide 38: Operational Benchmarking
Operational Benchmarking Denotes metrics including acquisitions U.S. Growth Alcohol High Growth, Consumer Captains and Consolidators FY 2021E – FY 2022E Revenue Growth 29.8% 20.0% Median: 5.9% 16.7% 12.2%9.8%8.5% Median: 9.8% 8.8% 6.4%5.5%3.7% 1.7% (1) (2)(3) FY 2021E – FY 2022E EBITDA Growth 36.6%3
Slide 39: Valuation Benchmarking
Valuation Benchmarking Denotes metrics including acquisitions FV / FY 2022E EBITDA 12.8x15.6x 11.8x14.2x 27.7x U.S. Growth Alcohol Median: 18.8x 20.2x17.4x14.3x High Growth, Consumer Captains and Consolidators 33.3x Median: 21.4x 22.5x21.4x 16.6x17.4x @$10 / Share @$12 / Share (1)(2) FV / CY 2022E E
Slide 40: VWE is a Unique and Compelling Public Market Opportunity
VWE is a Unique and Compelling Public Market Opportunity 12 Consistent, Long Term Track Record of Delivering High Growth: 20%+ Net Revenue and Adj. EBITDA CAGR Since 2010 With its Track Record, Scale, Strong Balance Sheet and Operating Cash Flow Generation, VWE is Well Positioned to Continue to Driv
Slide 41: VWE Investment Highlights
VWE Investment Highlights VWE operates in a large, growing market and focuses on the industry’s highest growth categories Proven and successful business model with diversified capabilities across channels Highly attractive financial profile with strong historical growth 3 Well-invested business, sig
Slide 42: [LOGO]
[LOGO]
Slide 43: VWE Will Be a Highly Differentiated Wine Company
VWE Will Be a Highly Differentiated Wine Company (1) ExchangeNasdaq & Toronto Stock ExchangeAustralian Securities Exchange Geographical Revenue Breakdown International 1% North America 99% ANZ 22% EMEA 14% (3) Americas 41% Premium Wine Portfolio US$10+ Price Point / A$10+ Price Point Revenue Growth