Attorneys Detail French Company's $223 Million Buyout of US Spirits Maker
The Miami-based attorney duo represented Castle Brands in its acquisition by Pernod Ricard.
October 29, 2019 at 03:07 PM
4 minute read
In truly global fashion, the $223 million sale of a New York-based alcohol brands maker to a Paris-based wine and liquor industry giant was in part guided by Miami-based attorneys.
A subsidiary of the Pernod Ricard wine and spirits maker acquired Castle Brands Inc. through a two-step process, first buying out all of Castle's shares in a cash tender offer and then completing a short-form cash merger of the companies.
Holland & Knight partners Bradley Houser and Shane Segarra, based in Miami, led the team representing Castle Brands.
"It was interesting at times to work through that six-hour time difference," Houser said.
The time difference was one of several transaction intricacies Houser and Segarra worked through to close the deal efficiently.
"We were pleased we were able to close the transaction within two months of receiving the first draft of the merger agreement from the acquirer and within six weeks of signing the merger agreement," Houser said. "We were able to move the transaction along quickly."
Pernod Ricard, publicly traded on European stock exchange Euronext N.V., made a public offer to buy out Castle Brands to stock at a premium, as is customary with tender offers. Pernod Ricard's subsidiary bought Castle Brands' stock for $1.27 a share, a 92% premium over the price before the acquisition announcement.
Castle Brands previously was listed on the New York Stock Exchange but ceased that listing after the acquisition.
Pernod Ricard assumed existing Castle Brands debt and obligations, although Pernod also paid off some of the debt.
The merger agreement was signed Aug. 28, and the tender offer was from Sept. 8 to Oct. 8. The acquisition closed Oct. 9.
The attorneys designed the deal in a way that significantly sped up the process.
"We also were able to structure so we didn't have to get shareholder approval, which was certainly helpful for our clients," Segarra said. "This helped shorten the time frame for the deal."
A shareholder vote could take months.
It remained unclear exactly how the acquisition will impact future Castle Brands operations. Houser said he has no insight as Holland & Knight no longer represents the company, although he added that the merger shouldn't impact product offerings.
The company, founded in 1998 by Mark Andrews, develops and markets alcohol brands with a strong focus on whiskey, rum, vodka and liqueurs. Some of its brands are Jefferson's bourbon whiskey, Goslings Rums, Clontarf Irish Whiskey and Boru Vodka. It sells in the U.S., Canada, Latin America, Europe and Asia.
Castle Brands, which also has an office in Miami, now is an indirect wholly owned subsidiary of Pernod Ricard.
Pernod Ricard, founded in 1975, is the second biggest wine and spirits seller, and its products include anise-flavored pastis apéritifs Pernod Anise and Ricard Pastis served before meals.
Pernod Ricard chairman and CEO Alexandre Ricard touted the merger in an Aug. 28 Business Wire story announcing the merger.
"Through this acquisition we welcome this great brand portfolio, in particular, Jefferson's bourbon whiskey, to the Pernod Ricard family. Bourbon is a key category in the U.S., which is our single most important market," he said. "This deal aligns well with our consumer-centric strategy to offer our consumers the broadest line-up of high-quality premium brands."
The other Holland & Knight attorneys who worked on this are partner John Dierking in Orlando, tax partner William Sherman in Fort Lauderdale and employee benefits partner Robert Friedman in Miami.
Corporate associates Allison Lehn in Miami and Zachary Pechter in New York, tax associate Christopher Marotta in Miami and employee benefits associate Austin Stack in Los Angeles also worked on the transaction.
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