Full Sail Brewing Employees Vote To Sell To Private Equity Firm

Full Sail Brewing Employees Vote To Sell To Private Equity Firm
From www.newschoolbeer.com, by Samurai Artist


It’s the end of an era as Full Sail Brewing’s employees and founders voted on Friday to sell to Oregon Craft Brewers Co. which is a local investment group formed by Encore Consumer Capital a San Francisco based private equity firm.“The votes were returned confidentially to our ESOP attorney. It passed nearly unanimously” said Full Sail founder and CEO Irene Firmat.

While this news is sure to not make as big a splash as the recent sales of 10 Barrel Brewing and Elysian it is in many ways more important as Full Sail has been one of the pioneers of the industry and produces more beer (115,000 bbl) in 2014 than 10 Barrel (40,ooo bbl) and Elysian (50,000 bbl) combined making them the 25th largest craft brewer in the country.


Irene Firmat and Jamie Emmerson © The New School

Both 10 Barrel and Elysian are also examples of quick growth in a very short period of time, one of the reasons why 10 Barrel may have been in a difficult financial position and willing to sell. Full Sail has experienced their ups and downs but has largely avoided pitfalls and continued on a steady stream of growth going their own direction. Ignoring trends like barrel-aging, fresh hops, double IPA’s and sour beers (for the most part, they have dabbled) Full Sail instead focused energy on re-creating the craft lager and session beers in a movement that they were way ahead of their time on. Full Sail’s location in Hood River, Oregon is also undoubtedly responsible for that city and the entire Oregon/Washington gorges great amount of breweries with Full Sail brewers opening favorites like Double Mountain, Logsdon Farmhouse Ales, pFriem Family Brewers and Everybody’s Brewing.

Full Sail’s growth has not always been smooth, in 1999 they moved into an ESOP (Employee Ownership Program) rather than be put up for sale. That model has worked well with other breweries, most notably New Belgium, following in their footsteps. Then in 2012 Full Sail lost the Henry Weinhard’s beer contract which they had held for 10 years from SAB Miller. That investment had allowed to Full Sail to invest back into their brewery, keep their debt low and sustain growth. Full Sail was making so much Weinhard’s beer that just the Weinhard brand alone was ranked as the 7th largest in Oregon. At that time I worried for the future of Full Sail as many of their core beer lines were flat and had become dull but they re-upped on their #1 in-house brand Session.

The Session beer brand by Full Sail may have been the smartest and most successful product launch of any Oregon brewery since the start of the craft beer revolution. Short stubby, highly recognizable bottles of cheap (but still craft) tasty light lager. It was a huge seller and it has sustained with spin-offs Session Black, Session Fest and recently Session IPA. When growth started to go flat Full Sail launched their beer into new markets and took Session beer to bar taps (instead of bottles only as it was) for the first time in a move they said would never happen. The pessimist might suspect the recent huge expansion of the session brand was in anticipation of putting the brewery up for sale, driving up production numbers and value of the company. Though Full Sail Chairman Irene Firmat says that the brewery was approached unsolicited last September but that doesn’t mean they were not preparing for a buyer. Anheuser-Busch paid an estimated 400 times the annual production of Blue Point Brewing when they purchased the company in February of 2014, this would place an estimated value of $46 million value on the sale of Full Sail.

As I mentioned before a pessimist might also suspect that early warning of the Full Sail employee vote on approval of the sale was a formality and the sale a foregone conclusion. It makes for a terrific PR move by leaving the decision to the employees who own an estimated 58% of the company, though that is a majority you could Intuit founders Jamie and Irene Firmat own 42% and would only need a small percentage of employees to agree to the sale. But according to Firmat,

“The employee vote was not a sure deal. Jamie and I don’t have a majority position. So even though we felt that this was a very good offer for all our shareholders, it was not a sure thing until the votes were counted. We did an early reveal because once notices went out to 78 employees, we thought confidentiality would be difficult to maintain and it would be better to have the facts out to minimize speculation.”

Still it would seem the deal was done as Irene Firmat and Jamie Emmerson could reverse any “no” decision by the employees as they are the sole trustees of the ESOP. Not that the deal is a bad thing for the employees who, based on their time at the company, will likely earn four to five figures in the buyout as well as keep their jobs. The other good news is that Full Sail would still be counted among the “craft brewers” as defined by the Brewers Association by selling to an equity firm rather than a macro brewer like Anheuser-Busch.

The bad news is that brewery sales to Private Equity Firms might have a worse track record than those sold to your SAB Miller’s and Anheuser-Busch’s. While the previously mentioned companies business is atleast making and selling beer, both are only concerned with making money but an equity firm will quickly sell off companies to make a buck and have no interest in their products. That last statement seems the case here, by forming a new company called Oregon Craft Brewers Co. they are distracting from the fact the real owners are Encore Consumer Capital, a group that holds no breweries or beverage companies. Oregon Craft Brewers Co. is a brand new formation that also has no history in the industry. While Full Sail posits that their buyers lack of experience guarantees the current employees jobs (which may be true) it also puts into question the companies future direction of primarily profit driven endeavours. This could mean cutting costs and looking for ways to make higher profit margins on products. Perhaps launching into more states or countries. After raising the value further Full Sail could be sold off again as is the case with Portland Brewing/MacTarnahan’s, bought and sold a few times and now owned by a Costa Rican conglomerate. Encore Consumer Capital already has an established track record of buying and selling companies a few years later. It has been alternately reported that Jamie Emmerson and Irene Firmat would either plan their immediate exit or stay with the company. Irene clarified this “We have committed to stay a year to insure that this transition goes smoothly. After that we will see.” After seeing Full Sail through the transition I think we can expect little substantial change but I worry what will happen in a few years after they continue to blow up the Session brand. Will we see a day in the future where a craft brewery on the east coast is contract brewing Full Sail beer as they become their own formerly prestigious version of Henry Weinhard’s?

Firmat admits “It is what they do, but they have a track record of holding on to companies for a longer period of time and in the meantime they invest to grow it. Our distributor alignments make a purchase by a big brewer very difficult and more expensive and they are very aware of that.”

Let’s hope she is right. At the very least Irene Firmat and Jamie Emmerson have followed through with their commitment to employee owners giving them a nice bonus to their 401K’s while making a happy exit for themselves. That is much better than Anheuser-Busch is offering to the casualties of their acquisitions.

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