Eastside Distilling, Inc. acquired Craft Canning + Bottling for $4.9 million.
January 14, 2019
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Eastside Distilling, Inc. (NasdaqCM:EAST) acquired Craft Canning + Bottling for $4.9 million on January 11, 2019. The purchase price is subject to certain post-closing adjustments. The purchase price is a mix of cash, promissory notes and unregistered shares of common stock of Eastside provided that 60% of the merger consideration will be allocated between cash and notes, and 40% shall be allocated to the consideration Shares. The cash portion of the merger consideration was $2 million and the three-year note was $0.8 million. The consideration shares to consist of 0.338212 million shares of common stock of Eastside. Holders of the consideration shares have agreed to a one-year lock-up restricting the sale of the consideration shares. Craft Canning + Bottling will combine operations with Eastside’s Mother Lode co-packing subsidiary, positioning the combined business unit to be a preeminent local provider to the fast-growing wine and Ready-to-Drink cocktail segments. It is currently expected that the co-packing business will operate under the name Craft Canning + Bottling. The aggregate consideration of $5.2 million paid by Eastside to CC+B shareholders in the merger was calculated on a 4.5x multiple of CC+B’s 2018 unaudited and estimated adjusted EBITDA of $1.2 million. CC+B revenue for 2018, also unaudited, was approximately $6 million. As of March 28, 2019, the Craft Canning LLC was reported the total assets of $3.130215 million, total common equity of $1.925637 million and net income of $0.948363 million for the year ended December 31, 2018. In connection with the Merger, Founder Owen Lingley has accepted an employment offer to become Executive Chairman of Craft Canning + Bottling, LLC.
The merger agreement and merger of the transaction was unanimously approved by the Board of Directors of Eastside, the members and manager of Craft Canning + Bottling. The transaction is subject to Government/ Regulatory approval. Eastside expects the CC+B acquisition to be accretive to Eastside’s EBITDA, commencing in the first calendar quarter ending March 31, 2019. Thomas M. Karnes of Ater Wynne LLP acted as legal advisor to Eastside Distilling. Andrew W. Shawber of Summit Law Group PLLC acted as legal advisor to Eastside Distilling.
Eastside Distilling, Inc. (NasdaqCM:EAST) completed the acquisition of Craft Canning + Bottling on January 11, 2019.
Eastside Distilling, Inc. is engaged in producing craft spirits in Portland, Oregon. The Company operates through two segments: Craft Canning + Printing and Spirits. Its Craft Canning + Printing segment provides digital can printing services to customers in the craft beverage industry operating throughout the Pacific Northwest as well as other states. It also provides mobile canning services to the craft beverage industry in Oregon. In addition to these services, the Company offers co-packing services from a single fixed site in Portland, Oregon. It offers co-packing services for non-alcoholic canned beverages, including CBD soda waters in Portland, Oregon. Its Spirits segment manufactures, blends, bottles, markets and sells a variety of alcoholic beverages under brands in 23 states in the United States. Its portfolio includes originals like the Quercus garryana barrel-finished Burnside Whiskey family, Portland Potato Vodka, Hue-Hue Coffee Rum, Azunia Tequilas and Eastside Brands.