| Beringer Wine Estates Holdings, Inc. | |||
| Ticker: | BERW | 1000 Pratt Avenue | |
| Exchange: | NASDAQ-National Market | St. Helena, CA 94574 | |
| Industry: | Manufacturing (SIC Code 2084) | (707) 963-7115 | |
| # of Employees: | 610 | ||
| Type of Shares: | Class B Common Shares | Filing Date: | 8/27/97 | |
| U.S. Shares: | 4,500,000 | Offer Date: | 10/28/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $21.00 - $23.00 | |
| Primary Shares: | 4,500,000 | Offer Price: | $26.00 | |
| Secondary Shares: | 0 | Gross Spread: | $1.75 | |
| Offering Amount: | $99,000,000 | Selling: | $1.05 | |
| Expenses: | $1,100,000 | Reallowance: | $0.10 | |
| Shares Out After: | 18,077,804 |
| Manager | Tier | Phone |
| Goldman, Sachs & Co. | Lead Manager | (212) 902-5959 |
| Donaldson, Lufkin & Jenrette Securities Corp. | Co-manager | (212) 371-0641 |
| Hambrecht & Quist Incorporated | Co-manager | (415) 439-3626 |
| Smith Barney Inc. | Co-manager | (212) 723-7300 |
| Issuer's Law Firm: | Pillsbury Madison & Sutro |
| Bank's Law Firm: | Gibson, Dunn & Crutcher |
| Auditor: | Price Waterhouse |
| Registrar/Transfer Agent: | BankBoston |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 6/30/97 | 6/30/97 | ||||
| Revenue: | $282.80 | Assets: | $467.18 | ||
| Net Income: | -$5.45 | Curr Assets: | $247.46 | ||
| EPS: | -$0.85 | Liabilities: | $388.85 | ||
| Prior EPS: | Curr Liabilities: | $37.75 | |||
| Cash Flow/Oper: | $33.70 | Equity: | $78.33 | ||
| Cash Flow/Fin: | $31.86 | Cash: | $0.12 | ||
| Cash Flow/Inv: | -$54.12 | Working Cap: | $209.71 | ||
| Business Description |
| The company is a leading producer of premium California varietal table wines, marketed under the Beringer, Meridian Vineyards, Chateau St. Jean, Napa Ridge, Chateau Souverain and Stags' Leap brand names. With this portfolio of brands, the Company has captured the number one share of 750ml premium wines sold in U.S. food stores for each of the last four years, and in fiscal 1997 had a 14.3% volume share of this market. The Company is well positioned across its entire portfolio, with a top five market share for nine of the eleven largest selling varietals in U.S. food stores. In one key varietal category, White Zinfandel, Beringer holds a commanding 37.7% dollar share of these 750ml wines sold in U.S. food stores, while selling at an approximate 15% price premium over the second leading White Zinfandel brand. Beringer White Zinfandel also generates the largest dollar sales of any wine stock keeping unit ("SKU") sold in U.S. food stores. Beringer focuses exclusively on the premium wine market and its wines are widely recognized for their quality. In 1990, Beringer Private Reserve Cabernet Sauvignon was named "Wine of the Year" by Wine Spectator magazine. In 1996, Beringer Private Reserve Chardonnay received the same honor. This same magazine named eight of the Company's wines to its list of "Top 100" wines of the world in 1996, a record number for a wine company. In addition, in June 1997, Beringer was named "The Best Overall Winery in America" in a poll of over 11,000 wine consumers by Wine Spectator magazine. |
| Competition |
| The premium table wine industry is intensely competitive and highly fragmented. The Company's wines compete in all of the premium wine segments with many other premium wines produced domestically and abroad, with imported wines coming primarily from France, Italy and Chile. The Company's wines also compete with popular-priced generic wines and with other alcoholic and, to a lesser degree, nonalcoholic beverages, for shelf space in retail stores and for marketing focus by the Company's independent distributors, many of which carry extensive brand portfolios. The wine industry has also experienced significant consolidation in recent years and many of the Company's competitors have significantly greater capital resources than the Company. |
| Business Plan |
| Beringer's objective is to strengthen its leadership position in the premium wine market and thereby increase its revenues and profits. The Company's strategy for achieving this objective has several key elements. MANAGEMENT OF A MULTI-BRAND PORTFOLIO; FOCUS ON HIGH QUALITY ACROSS ALL BRANDS; CONTROL OF PREMIUM GRAPE SUPPLIES AND VINEYARDS; PURSUIT OF STRATEGIC ACQUISITIONS; EMPHASIS ON CONSUMER MARKETING; COMMITMENT OF PROFESSIONAL AND EXPERIENCED MANAGEMENT TEAM. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to redeem preferred shares, to prepay outstanding notes and other debt, and for working capital and for general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Entities Affiliated with Texas Pacific Group | 76.80% | 68.90% |
| Entities Affiliated with Silverado Partners | 11.70% | 10.50% |
| E. Michael Moone | 10.10% | 9.00% |
| George A. Vare | 8.40% | 7.50% |
| Officer Name | Title | Age |
| Walter T. Klenz | President, Chief Executive Officer and Chairman of the Board of Directors | 52 |
| Edward B. Sbragia | Senior Vice President and Winemaster | 48 |
| Peter F. Scott | Senior Vice President, Finance and Operations and Chief Financial Officer | 44 |
| Robert E. Steinhauer | Senior Vice President-Vineyard Operations | 56 |
| Martin L. Foster | Vice President, Finance and Treasurer | 51 |
| Douglas W. Roberts | Vice President, General Counsel and Secretary | 45 |
| Janelle E. Thompson | Vice President, Marketing and Hospitality | 48 |
| Richard G. Carter | Vice President, Sales | 53 |
| A. Tor Kenward | Vice President, Winery Communications | 49 |
| Thomas W. Peterson | Vice President-Sonoma Operations and Winemaking | 45 |