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IWA is the leading provider of mergers & acquisitions services to the
             New World wine & liquor industry. Over the last 20 years IWA has either
   IWA       represented or sold the companies & brands below for a combined value
             of over US$1billion in transactions closed.




P.O. Box 1330,625 Healdsburg Avenue, Healdsburg, CA 95448
Phone: 707/433-8122                                             www.intlwine.com
I NTERNATIONAL W INE A SSOCIATES
        MERGERS & ACQUISITIONS–GLOBAL WINE ADVISORS–CORPORATE FINANCE–PLANNING–VINEYARD BROKERS
                                P OST O FFICE B OX 1330, 625 H EALDSBURG A VENUE
                                   HEALDSBURG, CALIFORNIA 95448, U.S.A

     Robert M. Nicholson                                                          Telephone: (707) 433-8122
     Josh Grace                                                                    Facsimile: (707) 433-7519
     Sally Nicholson, Broker                                                         E-Mail : IWA@intlwine.com
                                                                                        http://www.intlwine.com


Company Profile: incorporated in 1990 and headquartered in the California wine country, INTERNATIONAL
WINE ASSOCIATES is the leading provider of mergers and acquisition and corporate development services to
the New World wine and liquor industry. IWA provides hands-on corporate finance and strategy services to the
leaders of wine and liquor industry clients on a worldwide basis. Over the years IWA has been retained by
most of the multinational companies, many family owned wineries and the leading banks to improve their
business. IWA has initiated, advised on and structured various prominent wine and liquor industry transactions
in the U.S. and overseas with a combined value of over $ 1 billion. Engagements range from only a few
months to extensive advisory projects of three years or more. IWA is committed to providing strategic solutions
and delivering results on complicated transactions for our clients. Our integrated approach combines global
advisory expertise with in-depth industry knowledge and independently recognized excellence in research.
Industry Experience: IWA works with wine and liquor industry clients in the Americas, Australasia, South
Africa and Europe. IWA offers a team of experienced business and financial managers and has served
companies of all sizes in the industry. Robert Nicholson is the Principal of IWA. He has held senior positions in
U.S. and international companies and has over thirty years of corporate management and mergers and
acquisition experience. Before establishing IWA, Mr. Nicholson was Vice President of Christian Brothers in
California. He also held positions with Seagrams in the U.S.A. and overseas and with Louis Eschenauer in
France. Mr. Nicholson is an active industry commentator at industry conferences and has long-standing
relationships with company principals and senior management and the banking community.

Mergers and Acquisitions, Corporate Finance and Strategic Advisory Services: IWA has initiated and
structured numerous transactions in the industry with a total value of over $ 1 billion that have included the sale
of companies and brands. IWA is retained as exclusive financial advisors, provides valuations and due
diligence services, represents principals in the sale and acquisition of companies and brands and completes
analysis of investments for clients. IWA has a network throughout the world in the wine and liquor industry and
financial community.

Real Estate Services: in addition to buying and selling companies in the industry, in the last few years IWA
has completed real estate transactions valued at over $250 million that have included the sale of numerous
vineyard and winery properties.

Strategic Planning & General Management: IWA works with clients as strategic and tactical advisors to the
Chief Executive and to the board of directors on the start-up and management of new wine projects, the
structuring of joint-ventures, technical and operational issues, on the development of strategic and financial
plans and on restructuring companies. IWA is capable of assuming either functional or general management
responsibilities for clients.

Marketing and Distribution: IWA works with companies in the preparation and management of business
plans. IWA has developed and repositioned wine brands for sale in the U.S. and overseas and has distribution
experience in most major wine markets of the world. IWA advises on the development of the U.S. for overseas
wine companies who are new to the market. IWA locates distribution and joint venture partners and negotiates
and structures agreements.




WWW.INTLWINE.COM
International Wine Associates
         MERGERS & ACQUISITIONS–GLOBAL WINE ADVISORS–CORPORATE FINANCE–PLANNING–VINEYARD BROKERS
                                 Post Office Box 1330, 625 Healdsburg Avenue
                                   HEALDSBURG, CALIFORNIA 95448, U.S.A.
                                                                                           TELEPHONE : 707/433-8122
ROBERT M. NICHOLSON                                                                         FACSIMILE : 707/433-7519
JOSH GRACE                                                                                     e-mail: iwa@intlwine.com
SALLY O’NEILL NICHOLSON, BROKER                                                                 http://www.intlwine.com


Incorporated in 1990 IWA is the leading provider of mergers and acquisition and corporate finance services to the New
World wine and liquor industry. IWA provides a team of experienced hands-on managers who have worked on all aspects
of the transaction process from company and asset valuations, preparation of offering documents, approach of targets,
managing the due diligence and working with client attorneys on all legal documents throughout the process to the close
of transactions.


Robert Nicholson is a Principal of IWA and has over thirty years of mergers and acquisition, corporate development and
management experience in the wine and liquor industry.
Before establishing IWA in 1990, Robert was Vice President of Christian Brothers in California and held U.S. and
international positions with Seagram’s and with Louis Eschenauer in France. Over the years at IWA Robert has managed
a number of significant transactions in the industry valued at over $1 billion and has worked with most of the major
multinational companies and a number of banks including Diageo, Constellation, Brown-Forman, Campari, Fortune
Brands, Heublein, Chalone, Fosters, Southcorp, BRL Hardy, Orlando-Wyndham, Masi, Wells Fargo, EBRD, and Banco
Banesto. Robert is an active industry commentator at U.S. and international conferences and has long-standing
relationships with company owners and senior management throughout the industry.
Robert was educated in England at Millfield and studied oenology at the University of Bordeaux.


Josh Grace is a Managing Director at IWA and has over twelve years of financial management, valuation, accounting
and corporate advisory experience, with a specialization in the wine and liquor industry.
Before joining IWA in 2002 Josh was a Financial Manager at Robert Mondavi Winery where he worked on Napa Valley
vineyard acquisitions and on the financial management of Robert Mondavi’s flagship 350,000 case Napa Valley winery. At
IWA Josh has worked on a number of prominent wine industry transactions with a combined value of over $650 million
with the following companies among others, Diageo, Constellation, Brown-Forman, Campari, Fosters, Bonny Doon, Wild
Horse, Havens, Davis Bynum, Chateau Potelle, Cline Cellars, and Wells Fargo.
Josh graduated from California Polytechnic State University, San Luis Obispo, California with a BSc degree in Business
Administration, with a concentration in Accounting.


Sally Nicholson is a Principal of IWA and is a Licensed Real Estate Broker specializing in the sale and acquisition of
winery and vineyard properties. Under Sally’s Real Estate License, IWA has completed real estate transactions in the
wine industry valued at over $225 million since 2006 that have included a number of prominent transactions in California,
including the sale of : Brown-Forman’s Paso Robles vineyard, a Monterey vineyard, Constellation’s winery and vineyard
assets (Geyser Peak, Buena Vista, Gary Farrell, Covey Run in Washington and Ste. Chapelle in Idaho), Chateau Potelle
Mount Veeder winery and vineyards, Havens Napa Valley winery, Koves-Newlan Oak Knoll winery and vineyard, San
Mateo Ranch vineyard in Rutherford, Davis Bynum winery and vineyard assets in Russian River, Demuth winery and
vineyards in Mendocino and others. Sally has broad professional experience in Australasia, Europe and the United States
with a comprehensive knowledge of the winery and vineyard business.

Sally has twenty five years of international experience in brand development and marketing of luxury goods and held a
number of senior management positions with direct report responsibility to Calvin Klein and Ralph Lauren and was a
Design Consultant in the development of the Dockers Division at Levi Strauss.

Sally graduated with a BSc degree in Design from University of California, Davis.




WWW.INTLWINE.COM
INTERNATIONAL WINE ASSOCIATES
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS     CORPORATE FINANCE PLANNING     VINEYARD BROKERS                               IWA

                        Selected Transactions & Projects                                               a U.S. subsidiary of




Grupo Codorniu (Artesa Winery, California), Spain                   Sell-Side Advisory
                                                                                                  Sale of a Vineyard
IWA served as exclusive advisors to Artesa, the U.S. subsidiary of Grupo Codorniu in          Alexander Valley, California

the valuation and sale of an Alexander Valley vineyard to Duckhorn Vineyards (GI                         June, 2012
Partners). Grupo Codorniu is one of the largest sparkling wine producers in the world.
2012


 Moet Hennessy USA (Domaine Chandon), California                   Sell-Side Advisory
                                                                                                   Sale of a Sonoma County
                                                                                                        Vineyard Asset
IWA served as advisors and initiated the sale of a Sonoma County vineyard asset for
                                                                                                          June, 2012
Domaine Chandon to Sangiacomo Family Vineyards. Domaine Chandon is one of the
largest sparkling wine producers in California. Sangiacomo Family Vineyards has been
farming in Sonoma County for over 80 years. 2012

                                                                                                         Sale of
Constellation Brands, New York                                     Sell-Side Advisory               Blackstone Winery
                                                                                                   Kenwood, California
IWA served as exclusive advisors to Constellation Brands and initiated the sale of
                                                                                                          May, 2012
the Blackstone Winery in Kenwood, California to a private wine industry investor.
Constellation Brands is a leading international producer and marketer of beverage
alcohol. 2012


 Diageo North America, New York                                     Sell-Side Advisory                      Sold to
                                                                                              E.&J. Gallo Winery
IWA served as exclusive advisors to Diageo North America and initiated the sale
                                                                                                          July, 2011
of Edna Valley Vineyard to E.&J. Gallo Winery. Edna Valley Vineyard is one of the
largest producers of Chardonnay in the California Central Coast. 2011

 Laurel Glen Vineyard, Sonoma, California                           Sell-Side Advisory
                                                                                                          Sold to
 IWA served as the exclusive advisor and completed a sale of Laurel Glen to private                  Private Investors
 investors. Laurel Glen is one of California’s best known Cabernet estates. 2011                         March, 2011




Pacific Rim Winemakers, Washington                                 Sell-Side Advisory
IWA served as exclusive advisors to owner Randall Grahm and initiated the sale of
Pacific Rim Winemakers to the Mariani family, owners of Banfi Vintners. Pacific Rim                Valuation & Sale of
is a 200,000 case Riesling producer. Banfi Vintners is one of the leading U.S. wine                   the company
importers and this acquisition was their first investment in the domestic wine industry.               December, 2010
2010

Hangar One Vodka, California                                        Sell-Side Advisory
                                                                                                     Valuation & Sale of
 IWA served as the exclusive financial advisors and initiated the sale of the Hangar One          trademark & distribution
                                                                                                            rights
 vodka brand and distribution rights to a U.S. subsidiary of Jose Cuervo. Hangar One
 is the leading brand of craft distilled vodka in the USA. Jose Cuervo is the world’s                     April, 2010

 largest producer of tequila. 2010

P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448
Phone: 707/433-8122                                                                   www.intlwine.com
INTERNATIONAL WINE ASSOCIATES                                                                                            IWA
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS       CORPORATE FINANCE PLANNING      VINEYARD BROKERS                       IWA

                         Selected Transactions & Projects

Brown-Forman, Louisville, Kentucky                                 Sell-Side Advisory
IWA served as the advisors and initated the sale of a California wine industry asset for               Sale of California
                                                                                                         wine industry
Brown-Forman. Brown-Forman is one of the largest American-owned wine and                                     asset
spirits companies. 2010                                                                                    April, 2010




 McManis Family Vineyards, California                             Strategic Advisory
 IWA was originally engaged to evaluate the business. This included a strategic review
 and financial analysis of the winery and vineyard business. A number of IWA                           Strategic Advisors
 recommendations were implemented. 2009 - 2010
                                                                                                            2009-2010




 Constellation Brands, New York                         $234 Million Sell-Side Advisory
 IWA served as advisors to and represented Constellation in their sale of certain California
                                                                                                       Valuation & Sale
 and Pacific Northwest wine assets to Ascentia Wine Estates. The assets included the                       of certain
 sale of Geyser Peak, Buena Vista, Gary Farrell, Atlas Peak, XYZin in California;                     California & Pacific
 Columbia Winery and Covey Run in Washington and Ste. Chapelle in Idaho. This                        Northwest Wine Assets
                                                                                                            June, 2008
 transaction resulted in the creation of a new wine company, Ascentia Wine Estates, with
 annual sales of over 1 million cases. Constellation Brands is a leading international
 producer and marketer of beverage alcohol. 2008

                                                                                                        Valuation & Sale
                                                                                                       of the Davis Bynum
 Davis Bynum Winery, Healdsburg, California                          Sell-Side Advisory                    brand, winery
                                                                                                            & vineyard
 IWA served as the exclusive strategic advisor to Davis Bynum and initiated the sale                 August, 2007 March, 2008
 of their brand to Klein Family Vintners in August, 2007. IWA also served as advisor and
 initiated the sale of the winery and vineyards to a private investor in March, 2008.
 Davis Bynum is a leading Russian River producer of Pinot Noir.

Chateau Potelle, Napa Valley, California                            Sell-Side Advisory
                                                                                                        Valuation & Sale
IWA acted as exclusive strategic and financial advisor to Chateau Potelle and initiated              of winery & vineyards
the sale of the winery and vineyard to Jackson Family Farms. Respected Mount Veeder                      September, 2007
estate. Jackson Family Farms is a subsidiary of privately held Kendall-Jackson Vineyard
Estates. 2007

                                                                                                     Hedin Vineyard
 Hedin Vineyard, Healdsburg, California                               Sell-Side Advisory
                                                                                                        Valuation & Sale
IWA acted as exclusive advisor in the valuation and sale to Rudd Estate. Hedin is a                      of the vineyard
well known Russian River vineyard. This property will be used as a Sonoma base for                         April, 2007
Rudd Estate. 2007
                                       Selected Transactions
Havens Wine Cellars, Napa Valley, California                       Sell-Side Advisory
IWA acted as exclusive advisor to Havens in the valuation and sale of the winery and                    Valuation & Sale
vineyard to Billington Imports. Havens is a leading producer of Napa Valley Syrah and                    of the winery &
                                                                                                              brand
Merlot. Billington is a wine importer and marketer. 2006                                                 December, 2006


P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448
P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448
Phone: 707/433-8122                                                                       www.intlwine.com
                                                                                          www.intlwine.com
Phone: 707/433-8122
INTERNATIONAL WINE ASSOCIATES
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS     CORPORATE FINANCE PLANNING      VINEYARD BROKERS                       IWA

                 Selected Transactions & Projects
Bonny Doon Vineyard, Santa Cruz, California                         Sell-Side Advisory               Sale of Big House &
                                                                                                     Cardinal Zin Brands
IWA served as exclusive and strategic financial advisor to Bonny Doon and provided a                     August, 2006
valuation of the entire company prior to initiating and managing the sale of the Big House
and Cardinal Zin brands to The Wine Group. Bonny Doon is owned by Randall Graham
and is one of California’s best known wine companies. The Wine Group is the third
largest wine company in the USA. 2006
                                                                                                   Valuation & Sale of the
                                                                                                     winery & vineyard
Koves-Newlan Winery, Napa Valley, California                      Sell-Side Advisory                      June, 2006
IWA acted as exclusive financial advisor to Koves-Newlan in initiating and completing
the sale of the winery and vineyard to a private buyer. Koves-Newlan is a producer
of Napa Valley wines. 2006

                                                                                                     Valuation & Sale of
Cline Cellars, Sonoma, California                                    Sell-Side Advisory                red truck
IWA served as exclusive strategic financial advisors for Cline Cellars and initiated                    December, 2005
the sale of their Red Truck brand to 585 Wine Partners. Cline is a leading producer
of Sonoma County wines. This transaction resulted in the creation of 585 Partners,
a new US wine marketing company. 2005

Campari, Milan, Italy                                                Financial Advisory
                                                                                                     Financial Advisors
IWA acted as exclusive financial advisors to Campari to evaluate a $100 million liquor
brand acquisition. IWA initiated the discussions on behalf of Campari with the                               2005
principals of the selling company, developed extensive financial valuation models for
the acquisition and provided due diligence services to Campari. 2005

Wild Horse Winery & Vineyards,                          $34 Million Sell-Side Advisory
Templeton, California
                                                                                                       Valuation & Sale
IWA acted     as financial advisors to Wild Horse in a plan to reduce debt. After                  of the winery & vineyard
                                                                                                         August, 2003
completion    of a valuation IWA initiated and managed a sale of the business to a
subsidiary    of Jim Beam (Fortune Brands). This was the second winery
acquisition   by Jim Beam that IWA had advised on. 2003
                           Selected Transactions & Projects
Wells Fargo Business Credit, California                             Financial Advisory
                                                                                                    Financial & Strategic
IWA served as the exclusive, strategic wine industry advisor to Wells Fargo during the              Wine Industry Advisors
bankruptcy of DeLoach Vineyards. IWA evaluated the DeLoach bankruptcy work-out                       Spring & Summer, 2003
plans, prepared and implemented alternative work-out scenarios, valued the business
court testimony and wine industry benchmark data. Spring & Summer, 2003

The Chalone Wine Group, California                                   Sell-Side Advisory
 IWA served as exclusive strategic advisor to Chalone and initiated and completed                      Valuation & Sale
 a sale of the Carmenet brand to Beringer. Chalone was one of the only publicly                          of Carmenet
 traded wine companies in the USA. Beringer is a subsidiary of Fosters. 2002                             August, 2002


P.O. Box 1330,625 Healdsburg Avenue, Healdsburg, CA 95448                                    www.intlwine.com
Phone: 707/433-8122
INTERNATIONAL WINE ASSOCIATES
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS     CORPORATE FINANCE PLANNING      VINEYARD BROKERS                           IWA

                  Selected Transactions & Projects
                           Selected Transactions & Projects
Vina Ventisquero, Chile (Agrosuper)                                 Strategic Advisory

 IWA is retained to structure joint ventures and establish global marketing and
 distribution for Vina Ventisquero. Agreements were signed with PLB, a leading UK
 distribution company (annual sales have developed to over 500,000 cases) and Click                 Strategic Advisors
 Wine Group in the USA (the Root:1 brand was developed and annual sales have                             2002-2010
 grown to over 150,000 cases). Agrosuper is Chile’s largest food group with annual
 sales of over $2 billion. 2002-2011


 The Hogue Cellars, Washington                          $37 Million Sell-Side Advisory
IWA served as exclusive financial advisors to Hogue and valued the company and                       Valuation & Sale
then initiated and managed a sale of the company to Vincor of Canada. Hogue is                       of Hogue Cellars
the third largest wine company in Washington. Vincor is the largest wine company                      September, 2001
in Canada and this transaction was their second US winery acquisition. 2001


 Cabonne Limited, Australia                                          Strategic Advisory
                                                                                                             and
 IWA served as advisor to Cabonne in the location and negotiation of a joint venture
                                                                                                        Cabonne Limited
 agreement with Trinchero (Sutter Home) to create a jointly owned brand of
 Australian wines. Trinchero is one of California’s largest wine company. 2000                         Joint Venture
                                                                                                      December, 2000



 The Chalone Wine Group, California           Buy-Side Advisory & Financial Advisory
 IWA acted as exclusive advisors to Chalone on a number of projects in 2000 &
 2001. IWA was retained to locate a Napa Valley winery or vineyard and Chalone
 acquired the prestigious Hewitt vineyard in Rutherford. IWA also served as                        Strategic & Financial
 advisors to Chalone and their Washington partners in Canoe Ridge Vineyards to                       Advisory Services
 provide a valuation of the business, to assist Chalone in the buy-out of their                          2000-2001
 local partners. Canoe Ridge is a leading ultra-premium Washington wine producer.
 2000-2001


 Masi Agricola, Italy                                                Strategic Advisory
                                                                                                    Strategic Advisors
IWA served as advisors to Masi in the development of their strategic and financial plan
for a new project in Argentina. Masi is a leading producer of ultra-premium Italian                      1999-2000
wines and was developing a new vineyard and winery project in Argentina. 1999-2001

                                                                                                         A subsidiary of
Jim Beam (Fortune Brands), USA                           $98 Million Buy-Side Advisory
IWA acted as financial advisor to Jim Beam and provided strategic management and                          acquired
due diligence services in their acquisition of Geyser Peak Winery in California. Following
the acquisition IWA continued to work with Beam on related issues. This was the first
wine acquisition made by Jim Beam. 1998-2001                                                            August, 1998



P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448
Phone: 707/433-8122                                                                     www.intlwine.com
INTERNATIONAL WINE ASSOCIATES
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS    CORPORATE FINANCE PLANNING      VINEYARD BROKERS                     IWA

                  Selected Transactions & Projects
                       Selected Transactions & Projects

European Bank for Reconstruction                     $61.5 Million Strategic Advisory               Due Diligence for
& Development (EBRD), London                                                                         Debt & Equity
IWA served as strategic advisor to EBRD to provide due diligence services and an                       Financing
assessment and review of the business plans submitted to the Bank by Domaine Boyar                     August, 1998
to provide $61.5 million of debt & equity financing with ING Barings. Domaine Boyar is
Bulgaria’s largest wine company. EBRD was established in 1991 following the collapse
of communism to aid in the transition to market economies. 1998



Sonoma-Cutrer Vineyards, California           Sell-Side Advisory & Fairness Opinion                 Strategic Advisor &
                                                                                                     Fairness Opinion
IWA acted as advisor to Sonoma-Cutrer in obtaining an additional competitive bid for
the company and provided a fairness opinion on the lead offer from Brown-Forman.                       March, 1999
Sonoma-Cutrer is a well-known ultra-premium estate grown California Chardonnay
producer and was sold to Brown-Forman. 1998-1999


Stellenbosch Farmers Winery, South Africa                       Strategic Advisory
                                                                                                    Global Strategy
IWA acted as advisor to SFW to conduct a global strategy review for the company.                       Review
SFW is the largest producer of wines and spirits in South Africa and in 2001, SFW                         1998
merged with Distillers Corporation, another leading South African wine and beverage
company, to form Distell. 1998



Mildara Blass (Fosters Brewing Group), Australia                    Strategic Advisory
                                                                                                     Mildara Blass Ltd.
                                                                                                      JV in Chile &
IWA served as strategic advisors to Mildara Blass to develop and implement a global               winemaking operations
growth strategy to produce wines in other New World countries. As Project Manager,                    in California
                                                                                                        1996-1999
IWA developed projects in the USA and Chile: a joint venture in Chile with Vina Santa
Carolina and the start-up of winemaking operations in California. Mildara Blass,
Australia’s fourth largest wine company, was acquired by Fosters in 1995. 1996-1999

                                                                                                            and
Paragon Vineyard, California                                       Strategic Advisory             Paragon Vineyard Co.
                                                                                                      Joint Venture
IWA acted as advisors to Paragon and initiated and negotiated a joint-venture with
Southcorp Wines of Australia. A joint venture was established and IWA worked in a                      August, 1996
general management role to provide direction on financial, production, brand development
and other marketing issues. Southcorp was Australia’s largest wine company. 1996-2000

                                                                                                  Viña Errazuriz
Vina Errazuriz, Chile                                              Strategic Advisory                 Sold interest in

IWA acted as advisor to Errazuriz in structuring their joint-venture with Robert Mondavi
on the Caliterra business. Errazuriz is a well-known ultra-premium Chilean wine
                                                                                                       October, 1995
business and built a successful brand of Chilean wine with Robert Mondavi. 1995

P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448                            www.intlwine.com
                                                                                      www.intlwine.com
Phone: 707/433-8122
INTERNATIONAL WINE ASSOCIATES
MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS     CORPORATE FINANCE PLANNING      VINEYARD BROKERS                     IWA

                  Selected Transactions & Projects Projects
                        Selected Transactions &

Charles Krug Winery, Napa Valley, California                        Strategic Advisory
IWA served as the strategic advisor to Charles Krug in re-staging the CK Mondavi
brand. A five year strategic plan was developed for a brand re-launch (incl. product
re-formulation, supply, re-positioning & re-packaging, marketing and sales, etc.). The               Strategic Advisors
CK Mondavi brand was re-launched in September, 1995. Charles Krug announced
that sales of CK Mondavi had grown to 490,000 cases in 1996, an increase of over 225%                      1995
from the previous year. Charles Krug is one of Napa Valley’s oldest wineries and is
owned by the Peter Mondavi family. 1995


Hinman Vineyards (owned by Chambers Corp.), Oregon                  Strategic Advisory
                                                                                                     Strategic Advisors
IWA served as advisors to Hinman in the preparation of a five year strategic plan with
the management team. Hinman is an ultra-premium Oregon wine business. 1995                                 1995



Southcorp Holdings, Australia                             Buy-Side Strategic Advisory
IWA served as the strategic financial advisor to Southcorp and provided due diligence and
financial analysis of the 25 leading USA winery targets for Southcorp’s strategy to expand
into the US wine industry with a major acquisition. Southcorp is the owner of leading                   Financial &
Australian wine producers: Penfolds, Lindemans, Wynns and others. 1993                               Strategic Advisors
                                                                                                            1993


Heublein (a division of Diageo), California               Sell-Side Strategic Advisory
IWA served as advisors to Heublein and initiated and managed the sale of the
historic Greystone Building in Napa Valley to The Culinary Institute of America and
the Oakville Winery to Pelissa & Hale. Heublein is a subsidiary of Diageo, the                            Sale of
largest beverage alcohol company in the world. 1992-1993                                           The Greystone Building
                                                                                                     & Oakville Winery
                                                                                                            1993

Bodegas AGE, Spain (Banco Banesto, Spain)                            Strategic Advisory
IWA served as exclusive strategic advisor to Bodegas AGE on the development and
implementation of international marketing strategies. Bodegas AGE is the second
largest producer of Rioja wines and the IWA engagement started immediately following
the company's acquisition by Banco Banesto from Guiness (Diageo) and lasted for                      Development &
three years. 1991-1993.                                                                             Implementation of
                                                                                                    marketing strategies
                                                                                                         1991-1993

Vina San Pedro, Chile (Banco Banesto, Spain)           Financial & Strategic Advisory
IWA served as financial and strategic advisor to Vina San Pedro and provided a company
valuation and initiated discussions with international strategic investors. IWA continued
to serve as strategy advisor in product development, international initiatives and in the
engagement of an international winemaking team. Vina San Pedro is Chile's third largest                 Valuation &
                                                                                                     Strategic Advisors
winery and was the Chilean wine subsidiary of Banco Banesto, Spain's largest bank.
1990-1993                                                                                                 1990-1993


P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448                             www.intlwine.com
                                                                                       www.intlwine.com
Phone: 707/433-8122
MERGER & ACQUISITION ADVISORS TO THE GLOBAL WINE INDUSTRY
                                                               Total transactions valued at over US $ 1 Billion

                 a U.S. subsidiary of




                                                                                                                                         has sold
                                                             has sold a Vineyard in Sonoma Coast, California                     Blackstone Winery
  has sold a Vineyard in Alexander Valley, California                               to                                          Kenwood, California
                          to
                                                                                                                         To a Private Wine Industry
                                                                                                                                  Investor
 IWA initiated this transaction and served as exclusive                                                                IWA initiated this transaction and served as
                                                          IWA initiated this transaction and served as exclusive          exclusive advisors to Constellation.
    advisors to Grupo Codorniu (Artesa Winery).
                                                            advisors to Moet Hennessy (Domaine Chandon).
June 2012                                                 June 2012                                                May 2012


                                                                                                                            The Mariani Family
                                                                                                                              Banfi Vintners
                                                                                                                                       has acquired
            has sold their 50% ownership in

                                                                         has been acquired by

                           to                                   A Group of Private Investors

                                                            IWA served as exclusive financial advisors & real
 IWA initiated this transaction and served as exclusive              estate broker to Laurel Glen.                  IWA initiated this transaction & served as advisors
                   advisors to Diageo.                                                                                                  to Pacific Rim
                                                          March 2011                                               December 2010
July 2011




       Sold the trademark and marketing rights
                         to                                                                                                 Sold Certain California & Pacific
                                                                                                                                Northwest Wine Assets
         Proximo Spirits, Inc.                                                                                          (Geyser Peak, Buena Vista, Gary Farrell,
                                                                   Sale of California Wine Industry Asset                    Atlas Peak, XYZin, Columbia
                    A subsidiary of
                                                                                                                          Winery, Covey Run & Ste. Chapelle)
                                                                                                                                          to
                                                            IWA served as the advisors & initiated the sale of a

 IWA initiated this transaction & served as exclusive
                                                             California wine industry asset for Brown-Forman            Ascentia Wine Estates
           financial advisors to Hangar One                                                                              IWA served as advisors to Constellation
                                                          April 2010                                               June 2008
April 2010


          Klein Family Vintners
                       has acquired
                                                                 Jackson Family Farms                                             Leslie Rudd
                                                                               has acquired
                                                                                                                                       has acquired

                                                           CHATEAU POTELLE WINERY
              A Russian River Wine Brand                                                                                        Hedin Vineyard
                 Healdsburg, California                                   a Napa Valley Winery                                   Healdsburg, California
      IWA initiated & served as strategic advisors to       IWA initiated this transaction & served as strategic          IWA initiated this transaction & served
  Davis Bynum in this transaction & sold the winery &             financial advisors to Chateau Potelle                            as strategic advisors
   vineyard assets to a private investor in a separate                                                                                    to Hedin
                       transaction.

   March 2008                            August 2007      September 2007
                                                                                                                   April 2007
Billington Imports                                           The Wine Group
                    has acquired                                              has acquired
                                                             Big House & Cardinal Zin
                                                                        California Wine Brands
                                                                                  from
                                                                                                                                  Napa Valley, California
              a Napa Valley Winery
                                                                                                                                   has been acquired by
                        from
                                                                                                                              A Private Investor
        Mobius Partnership
                                                                                                                            IWA initiated this transaction, acted
 IWA initiated this transaction & served as strategic      IWA initiated this transaction & served as strategic               as strategic financial advisors
       financial advisors & broker to Mobius                       financial advisors to Bonny Doon                                   to Koves-Newlan
December 2006                                           August 2006                                               June 2006


                                                                                                                                      a subsidiary of
                                                                  585 Wine Partners
          A Private Investor                                                 has acquired

                  has acquired the                                      red truck                                                      has acquired
                                                                   a California Wine Brand from
  Hillview Vineyard Property
            Napa Valley, California
          IWA served as broker & financial                                                                                        Templeton, California
               advisors to the seller
                                                         IWA initiated this transaction & served as strategic       IWA initiated this transaction & acted as strategic
                                                                  financial advisors to Cline Cellars                        financial advisors for Wild Horse
November 2006                                           December 2005                                             August 2003




                                                                                has sold                                       has sold the Carmenet brand to
                                                                The Vintage Lane Winery
  IWA served as financial & strategic wine industry
         advisors to Wells Fargo Bank in
                                                                                    To                                 Beringer Blass Wine Estates
        the DeLoach Vineyard bankruptcy                                   Justi Creek LLC
                                                                IWA initiated this transaction & served as                IWA initiated this transaction & served as
                                                                 exclusive financial advisors to Chalone                   exclusive financial advisors to Chalone

Spring & Summer 2003                                    December 2002                                             September 2002


                   a subsidiary of
     Vincor International Inc.                                 Beckstoffer Vineyards
                    has acquired                               has acquired the Talmadge Vineyard in
                                                                 Mendocino County, California from
                                                                                                                                            And




                                                                                                                                Cabonne Limited
                Prosser, Washington                                                                                     have established a global joint-venture to
                                                             IWA initiated this transaction & served as                  produce and market Australian wines.
      IWA initiated this transaction & served as              exclusive financial advisors to Parducci
        exclusive financial advisors to Hogue                                                                                   IWA represented Cabonne
September 2001                                          January 2001
                                                                                                                  December 2000
Mildara Blass Ltd.
                                                                                                               has acquired Napa Valley Vineyard development
                     has acquired                                                                                              property from
                                                                         has been acquired by

                                                                                                                       Juliana Vineyards
                                                                                                                              St. Helena, California

              Rutherford, California                               IWA served as advisor & provided
                                                                                                                   IWA acted as advisor to Mildara Blass
  IWA acted as strategic advisor and provided due                a Fairness Opinion to Sonoma-Cutrer
   diligence services to Chalone in this transaction
                                                                                                             September 1998
February 2000                                             March, 1999


                     a subsidiary of




                     has acquired                               has provided debt and equity financing to


                                                                                                                         Mildara Blass Ltd.
                Geyserville, California                                     Sofia, Bulgaria                         has established winemaking operations
                                                             IWA provided general management, financial &                        in California
    IWA acted as strategic advisor and provided                technical due diligence services to EBRD
                                                                                                             IWA initiated this transaction & acted as financial and
       due diligence services to Jim Beam                                                                            strategic advisor to Mildara Blass Ltd.
August 1998                                               August 1998
                                                                                                             June 1997

                                                                                                                Robert Mondavi Corporation
                                                                                                                            has acquired an interest in


                                                                                 and
             Mildara Blass Ltd.                             Paragon Vineyard Company                                          a Chilean Wine Brand
                                                                                                                                      from
                         and                                   have established a joint-venture company
    Vina Santa Carolina S.A.                                    to produce and market California wines.                   Viña Errazuriz
       have established a joint-venture to produce
               and market Chilean wines.                                                                      and they have established a joint-venture to produce
                                                            IWA represented Paragon and acted as strategic
                                                                                                                          and market Chilean wines.
                                                                      advisor to the joint-venture
IWA initiated this transaction & acted as financial and                                                         IWA acted as strategic advisor to Viña Errazuriz
        strategic advisor to Mildara Blass Ltd.
                                                          August 1996                                        October 1995
June 1997




                    IWA served as
                       Financial                                               has sold                                            has sold
                           &                                             The Oakville Winery                               The Greystone Building
                   Strategic Advisors                                    Oakville, California                               St. Helena, California
                     to Southcorp                                                  to                                                  to
                                                                           Pelissa & Hale                                Culinary Institute of America
 IWA provided due diligence and financial analysis of
  the 25 leading USA winery targets for acquisition by         IWA & partners initiated this transaction &        IWA & partners initiated this transaction &
                     Southcorp                                        represented Heublein Inc                           represented Heublein Inc
1993                                                      June 1993                                          January 1993

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IWA Profile

  • 1. IWA is the leading provider of mergers & acquisitions services to the New World wine & liquor industry. Over the last 20 years IWA has either IWA represented or sold the companies & brands below for a combined value of over US$1billion in transactions closed. P.O. Box 1330,625 Healdsburg Avenue, Healdsburg, CA 95448 Phone: 707/433-8122 www.intlwine.com
  • 2. I NTERNATIONAL W INE A SSOCIATES MERGERS & ACQUISITIONS–GLOBAL WINE ADVISORS–CORPORATE FINANCE–PLANNING–VINEYARD BROKERS P OST O FFICE B OX 1330, 625 H EALDSBURG A VENUE HEALDSBURG, CALIFORNIA 95448, U.S.A Robert M. Nicholson Telephone: (707) 433-8122 Josh Grace Facsimile: (707) 433-7519 Sally Nicholson, Broker E-Mail : IWA@intlwine.com http://www.intlwine.com Company Profile: incorporated in 1990 and headquartered in the California wine country, INTERNATIONAL WINE ASSOCIATES is the leading provider of mergers and acquisition and corporate development services to the New World wine and liquor industry. IWA provides hands-on corporate finance and strategy services to the leaders of wine and liquor industry clients on a worldwide basis. Over the years IWA has been retained by most of the multinational companies, many family owned wineries and the leading banks to improve their business. IWA has initiated, advised on and structured various prominent wine and liquor industry transactions in the U.S. and overseas with a combined value of over $ 1 billion. Engagements range from only a few months to extensive advisory projects of three years or more. IWA is committed to providing strategic solutions and delivering results on complicated transactions for our clients. Our integrated approach combines global advisory expertise with in-depth industry knowledge and independently recognized excellence in research. Industry Experience: IWA works with wine and liquor industry clients in the Americas, Australasia, South Africa and Europe. IWA offers a team of experienced business and financial managers and has served companies of all sizes in the industry. Robert Nicholson is the Principal of IWA. He has held senior positions in U.S. and international companies and has over thirty years of corporate management and mergers and acquisition experience. Before establishing IWA, Mr. Nicholson was Vice President of Christian Brothers in California. He also held positions with Seagrams in the U.S.A. and overseas and with Louis Eschenauer in France. Mr. Nicholson is an active industry commentator at industry conferences and has long-standing relationships with company principals and senior management and the banking community. Mergers and Acquisitions, Corporate Finance and Strategic Advisory Services: IWA has initiated and structured numerous transactions in the industry with a total value of over $ 1 billion that have included the sale of companies and brands. IWA is retained as exclusive financial advisors, provides valuations and due diligence services, represents principals in the sale and acquisition of companies and brands and completes analysis of investments for clients. IWA has a network throughout the world in the wine and liquor industry and financial community. Real Estate Services: in addition to buying and selling companies in the industry, in the last few years IWA has completed real estate transactions valued at over $250 million that have included the sale of numerous vineyard and winery properties. Strategic Planning & General Management: IWA works with clients as strategic and tactical advisors to the Chief Executive and to the board of directors on the start-up and management of new wine projects, the structuring of joint-ventures, technical and operational issues, on the development of strategic and financial plans and on restructuring companies. IWA is capable of assuming either functional or general management responsibilities for clients. Marketing and Distribution: IWA works with companies in the preparation and management of business plans. IWA has developed and repositioned wine brands for sale in the U.S. and overseas and has distribution experience in most major wine markets of the world. IWA advises on the development of the U.S. for overseas wine companies who are new to the market. IWA locates distribution and joint venture partners and negotiates and structures agreements. WWW.INTLWINE.COM
  • 3. International Wine Associates MERGERS & ACQUISITIONS–GLOBAL WINE ADVISORS–CORPORATE FINANCE–PLANNING–VINEYARD BROKERS Post Office Box 1330, 625 Healdsburg Avenue HEALDSBURG, CALIFORNIA 95448, U.S.A. TELEPHONE : 707/433-8122 ROBERT M. NICHOLSON FACSIMILE : 707/433-7519 JOSH GRACE e-mail: iwa@intlwine.com SALLY O’NEILL NICHOLSON, BROKER http://www.intlwine.com Incorporated in 1990 IWA is the leading provider of mergers and acquisition and corporate finance services to the New World wine and liquor industry. IWA provides a team of experienced hands-on managers who have worked on all aspects of the transaction process from company and asset valuations, preparation of offering documents, approach of targets, managing the due diligence and working with client attorneys on all legal documents throughout the process to the close of transactions. Robert Nicholson is a Principal of IWA and has over thirty years of mergers and acquisition, corporate development and management experience in the wine and liquor industry. Before establishing IWA in 1990, Robert was Vice President of Christian Brothers in California and held U.S. and international positions with Seagram’s and with Louis Eschenauer in France. Over the years at IWA Robert has managed a number of significant transactions in the industry valued at over $1 billion and has worked with most of the major multinational companies and a number of banks including Diageo, Constellation, Brown-Forman, Campari, Fortune Brands, Heublein, Chalone, Fosters, Southcorp, BRL Hardy, Orlando-Wyndham, Masi, Wells Fargo, EBRD, and Banco Banesto. Robert is an active industry commentator at U.S. and international conferences and has long-standing relationships with company owners and senior management throughout the industry. Robert was educated in England at Millfield and studied oenology at the University of Bordeaux. Josh Grace is a Managing Director at IWA and has over twelve years of financial management, valuation, accounting and corporate advisory experience, with a specialization in the wine and liquor industry. Before joining IWA in 2002 Josh was a Financial Manager at Robert Mondavi Winery where he worked on Napa Valley vineyard acquisitions and on the financial management of Robert Mondavi’s flagship 350,000 case Napa Valley winery. At IWA Josh has worked on a number of prominent wine industry transactions with a combined value of over $650 million with the following companies among others, Diageo, Constellation, Brown-Forman, Campari, Fosters, Bonny Doon, Wild Horse, Havens, Davis Bynum, Chateau Potelle, Cline Cellars, and Wells Fargo. Josh graduated from California Polytechnic State University, San Luis Obispo, California with a BSc degree in Business Administration, with a concentration in Accounting. Sally Nicholson is a Principal of IWA and is a Licensed Real Estate Broker specializing in the sale and acquisition of winery and vineyard properties. Under Sally’s Real Estate License, IWA has completed real estate transactions in the wine industry valued at over $225 million since 2006 that have included a number of prominent transactions in California, including the sale of : Brown-Forman’s Paso Robles vineyard, a Monterey vineyard, Constellation’s winery and vineyard assets (Geyser Peak, Buena Vista, Gary Farrell, Covey Run in Washington and Ste. Chapelle in Idaho), Chateau Potelle Mount Veeder winery and vineyards, Havens Napa Valley winery, Koves-Newlan Oak Knoll winery and vineyard, San Mateo Ranch vineyard in Rutherford, Davis Bynum winery and vineyard assets in Russian River, Demuth winery and vineyards in Mendocino and others. Sally has broad professional experience in Australasia, Europe and the United States with a comprehensive knowledge of the winery and vineyard business. Sally has twenty five years of international experience in brand development and marketing of luxury goods and held a number of senior management positions with direct report responsibility to Calvin Klein and Ralph Lauren and was a Design Consultant in the development of the Dockers Division at Levi Strauss. Sally graduated with a BSc degree in Design from University of California, Davis. WWW.INTLWINE.COM
  • 4. INTERNATIONAL WINE ASSOCIATES MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects a U.S. subsidiary of Grupo Codorniu (Artesa Winery, California), Spain Sell-Side Advisory Sale of a Vineyard IWA served as exclusive advisors to Artesa, the U.S. subsidiary of Grupo Codorniu in Alexander Valley, California the valuation and sale of an Alexander Valley vineyard to Duckhorn Vineyards (GI June, 2012 Partners). Grupo Codorniu is one of the largest sparkling wine producers in the world. 2012 Moet Hennessy USA (Domaine Chandon), California Sell-Side Advisory Sale of a Sonoma County Vineyard Asset IWA served as advisors and initiated the sale of a Sonoma County vineyard asset for June, 2012 Domaine Chandon to Sangiacomo Family Vineyards. Domaine Chandon is one of the largest sparkling wine producers in California. Sangiacomo Family Vineyards has been farming in Sonoma County for over 80 years. 2012 Sale of Constellation Brands, New York Sell-Side Advisory Blackstone Winery Kenwood, California IWA served as exclusive advisors to Constellation Brands and initiated the sale of May, 2012 the Blackstone Winery in Kenwood, California to a private wine industry investor. Constellation Brands is a leading international producer and marketer of beverage alcohol. 2012 Diageo North America, New York Sell-Side Advisory Sold to E.&J. Gallo Winery IWA served as exclusive advisors to Diageo North America and initiated the sale July, 2011 of Edna Valley Vineyard to E.&J. Gallo Winery. Edna Valley Vineyard is one of the largest producers of Chardonnay in the California Central Coast. 2011 Laurel Glen Vineyard, Sonoma, California Sell-Side Advisory Sold to IWA served as the exclusive advisor and completed a sale of Laurel Glen to private Private Investors investors. Laurel Glen is one of California’s best known Cabernet estates. 2011 March, 2011 Pacific Rim Winemakers, Washington Sell-Side Advisory IWA served as exclusive advisors to owner Randall Grahm and initiated the sale of Pacific Rim Winemakers to the Mariani family, owners of Banfi Vintners. Pacific Rim Valuation & Sale of is a 200,000 case Riesling producer. Banfi Vintners is one of the leading U.S. wine the company importers and this acquisition was their first investment in the domestic wine industry. December, 2010 2010 Hangar One Vodka, California Sell-Side Advisory Valuation & Sale of IWA served as the exclusive financial advisors and initiated the sale of the Hangar One trademark & distribution rights vodka brand and distribution rights to a U.S. subsidiary of Jose Cuervo. Hangar One is the leading brand of craft distilled vodka in the USA. Jose Cuervo is the world’s April, 2010 largest producer of tequila. 2010 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 Phone: 707/433-8122 www.intlwine.com
  • 5. INTERNATIONAL WINE ASSOCIATES IWA MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects Brown-Forman, Louisville, Kentucky Sell-Side Advisory IWA served as the advisors and initated the sale of a California wine industry asset for Sale of California wine industry Brown-Forman. Brown-Forman is one of the largest American-owned wine and asset spirits companies. 2010 April, 2010 McManis Family Vineyards, California Strategic Advisory IWA was originally engaged to evaluate the business. This included a strategic review and financial analysis of the winery and vineyard business. A number of IWA Strategic Advisors recommendations were implemented. 2009 - 2010 2009-2010 Constellation Brands, New York $234 Million Sell-Side Advisory IWA served as advisors to and represented Constellation in their sale of certain California Valuation & Sale and Pacific Northwest wine assets to Ascentia Wine Estates. The assets included the of certain sale of Geyser Peak, Buena Vista, Gary Farrell, Atlas Peak, XYZin in California; California & Pacific Columbia Winery and Covey Run in Washington and Ste. Chapelle in Idaho. This Northwest Wine Assets June, 2008 transaction resulted in the creation of a new wine company, Ascentia Wine Estates, with annual sales of over 1 million cases. Constellation Brands is a leading international producer and marketer of beverage alcohol. 2008 Valuation & Sale of the Davis Bynum Davis Bynum Winery, Healdsburg, California Sell-Side Advisory brand, winery & vineyard IWA served as the exclusive strategic advisor to Davis Bynum and initiated the sale August, 2007 March, 2008 of their brand to Klein Family Vintners in August, 2007. IWA also served as advisor and initiated the sale of the winery and vineyards to a private investor in March, 2008. Davis Bynum is a leading Russian River producer of Pinot Noir. Chateau Potelle, Napa Valley, California Sell-Side Advisory Valuation & Sale IWA acted as exclusive strategic and financial advisor to Chateau Potelle and initiated of winery & vineyards the sale of the winery and vineyard to Jackson Family Farms. Respected Mount Veeder September, 2007 estate. Jackson Family Farms is a subsidiary of privately held Kendall-Jackson Vineyard Estates. 2007 Hedin Vineyard Hedin Vineyard, Healdsburg, California Sell-Side Advisory Valuation & Sale IWA acted as exclusive advisor in the valuation and sale to Rudd Estate. Hedin is a of the vineyard well known Russian River vineyard. This property will be used as a Sonoma base for April, 2007 Rudd Estate. 2007 Selected Transactions Havens Wine Cellars, Napa Valley, California Sell-Side Advisory IWA acted as exclusive advisor to Havens in the valuation and sale of the winery and Valuation & Sale vineyard to Billington Imports. Havens is a leading producer of Napa Valley Syrah and of the winery & brand Merlot. Billington is a wine importer and marketer. 2006 December, 2006 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 Phone: 707/433-8122 www.intlwine.com www.intlwine.com Phone: 707/433-8122
  • 6. INTERNATIONAL WINE ASSOCIATES MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects Bonny Doon Vineyard, Santa Cruz, California Sell-Side Advisory Sale of Big House & Cardinal Zin Brands IWA served as exclusive and strategic financial advisor to Bonny Doon and provided a August, 2006 valuation of the entire company prior to initiating and managing the sale of the Big House and Cardinal Zin brands to The Wine Group. Bonny Doon is owned by Randall Graham and is one of California’s best known wine companies. The Wine Group is the third largest wine company in the USA. 2006 Valuation & Sale of the winery & vineyard Koves-Newlan Winery, Napa Valley, California Sell-Side Advisory June, 2006 IWA acted as exclusive financial advisor to Koves-Newlan in initiating and completing the sale of the winery and vineyard to a private buyer. Koves-Newlan is a producer of Napa Valley wines. 2006 Valuation & Sale of Cline Cellars, Sonoma, California Sell-Side Advisory red truck IWA served as exclusive strategic financial advisors for Cline Cellars and initiated December, 2005 the sale of their Red Truck brand to 585 Wine Partners. Cline is a leading producer of Sonoma County wines. This transaction resulted in the creation of 585 Partners, a new US wine marketing company. 2005 Campari, Milan, Italy Financial Advisory Financial Advisors IWA acted as exclusive financial advisors to Campari to evaluate a $100 million liquor brand acquisition. IWA initiated the discussions on behalf of Campari with the 2005 principals of the selling company, developed extensive financial valuation models for the acquisition and provided due diligence services to Campari. 2005 Wild Horse Winery & Vineyards, $34 Million Sell-Side Advisory Templeton, California Valuation & Sale IWA acted as financial advisors to Wild Horse in a plan to reduce debt. After of the winery & vineyard August, 2003 completion of a valuation IWA initiated and managed a sale of the business to a subsidiary of Jim Beam (Fortune Brands). This was the second winery acquisition by Jim Beam that IWA had advised on. 2003 Selected Transactions & Projects Wells Fargo Business Credit, California Financial Advisory Financial & Strategic IWA served as the exclusive, strategic wine industry advisor to Wells Fargo during the Wine Industry Advisors bankruptcy of DeLoach Vineyards. IWA evaluated the DeLoach bankruptcy work-out Spring & Summer, 2003 plans, prepared and implemented alternative work-out scenarios, valued the business court testimony and wine industry benchmark data. Spring & Summer, 2003 The Chalone Wine Group, California Sell-Side Advisory IWA served as exclusive strategic advisor to Chalone and initiated and completed Valuation & Sale a sale of the Carmenet brand to Beringer. Chalone was one of the only publicly of Carmenet traded wine companies in the USA. Beringer is a subsidiary of Fosters. 2002 August, 2002 P.O. Box 1330,625 Healdsburg Avenue, Healdsburg, CA 95448 www.intlwine.com Phone: 707/433-8122
  • 7. INTERNATIONAL WINE ASSOCIATES MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects Selected Transactions & Projects Vina Ventisquero, Chile (Agrosuper) Strategic Advisory IWA is retained to structure joint ventures and establish global marketing and distribution for Vina Ventisquero. Agreements were signed with PLB, a leading UK distribution company (annual sales have developed to over 500,000 cases) and Click Strategic Advisors Wine Group in the USA (the Root:1 brand was developed and annual sales have 2002-2010 grown to over 150,000 cases). Agrosuper is Chile’s largest food group with annual sales of over $2 billion. 2002-2011 The Hogue Cellars, Washington $37 Million Sell-Side Advisory IWA served as exclusive financial advisors to Hogue and valued the company and Valuation & Sale then initiated and managed a sale of the company to Vincor of Canada. Hogue is of Hogue Cellars the third largest wine company in Washington. Vincor is the largest wine company September, 2001 in Canada and this transaction was their second US winery acquisition. 2001 Cabonne Limited, Australia Strategic Advisory and IWA served as advisor to Cabonne in the location and negotiation of a joint venture Cabonne Limited agreement with Trinchero (Sutter Home) to create a jointly owned brand of Australian wines. Trinchero is one of California’s largest wine company. 2000 Joint Venture December, 2000 The Chalone Wine Group, California Buy-Side Advisory & Financial Advisory IWA acted as exclusive advisors to Chalone on a number of projects in 2000 & 2001. IWA was retained to locate a Napa Valley winery or vineyard and Chalone acquired the prestigious Hewitt vineyard in Rutherford. IWA also served as Strategic & Financial advisors to Chalone and their Washington partners in Canoe Ridge Vineyards to Advisory Services provide a valuation of the business, to assist Chalone in the buy-out of their 2000-2001 local partners. Canoe Ridge is a leading ultra-premium Washington wine producer. 2000-2001 Masi Agricola, Italy Strategic Advisory Strategic Advisors IWA served as advisors to Masi in the development of their strategic and financial plan for a new project in Argentina. Masi is a leading producer of ultra-premium Italian 1999-2000 wines and was developing a new vineyard and winery project in Argentina. 1999-2001 A subsidiary of Jim Beam (Fortune Brands), USA $98 Million Buy-Side Advisory IWA acted as financial advisor to Jim Beam and provided strategic management and acquired due diligence services in their acquisition of Geyser Peak Winery in California. Following the acquisition IWA continued to work with Beam on related issues. This was the first wine acquisition made by Jim Beam. 1998-2001 August, 1998 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 Phone: 707/433-8122 www.intlwine.com
  • 8. INTERNATIONAL WINE ASSOCIATES MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects Selected Transactions & Projects European Bank for Reconstruction $61.5 Million Strategic Advisory Due Diligence for & Development (EBRD), London Debt & Equity IWA served as strategic advisor to EBRD to provide due diligence services and an Financing assessment and review of the business plans submitted to the Bank by Domaine Boyar August, 1998 to provide $61.5 million of debt & equity financing with ING Barings. Domaine Boyar is Bulgaria’s largest wine company. EBRD was established in 1991 following the collapse of communism to aid in the transition to market economies. 1998 Sonoma-Cutrer Vineyards, California Sell-Side Advisory & Fairness Opinion Strategic Advisor & Fairness Opinion IWA acted as advisor to Sonoma-Cutrer in obtaining an additional competitive bid for the company and provided a fairness opinion on the lead offer from Brown-Forman. March, 1999 Sonoma-Cutrer is a well-known ultra-premium estate grown California Chardonnay producer and was sold to Brown-Forman. 1998-1999 Stellenbosch Farmers Winery, South Africa Strategic Advisory Global Strategy IWA acted as advisor to SFW to conduct a global strategy review for the company. Review SFW is the largest producer of wines and spirits in South Africa and in 2001, SFW 1998 merged with Distillers Corporation, another leading South African wine and beverage company, to form Distell. 1998 Mildara Blass (Fosters Brewing Group), Australia Strategic Advisory Mildara Blass Ltd. JV in Chile & IWA served as strategic advisors to Mildara Blass to develop and implement a global winemaking operations growth strategy to produce wines in other New World countries. As Project Manager, in California 1996-1999 IWA developed projects in the USA and Chile: a joint venture in Chile with Vina Santa Carolina and the start-up of winemaking operations in California. Mildara Blass, Australia’s fourth largest wine company, was acquired by Fosters in 1995. 1996-1999 and Paragon Vineyard, California Strategic Advisory Paragon Vineyard Co. Joint Venture IWA acted as advisors to Paragon and initiated and negotiated a joint-venture with Southcorp Wines of Australia. A joint venture was established and IWA worked in a August, 1996 general management role to provide direction on financial, production, brand development and other marketing issues. Southcorp was Australia’s largest wine company. 1996-2000 Viña Errazuriz Vina Errazuriz, Chile Strategic Advisory Sold interest in IWA acted as advisor to Errazuriz in structuring their joint-venture with Robert Mondavi on the Caliterra business. Errazuriz is a well-known ultra-premium Chilean wine October, 1995 business and built a successful brand of Chilean wine with Robert Mondavi. 1995 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 www.intlwine.com www.intlwine.com Phone: 707/433-8122
  • 9. INTERNATIONAL WINE ASSOCIATES MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS IWA Selected Transactions & Projects Projects Selected Transactions & Charles Krug Winery, Napa Valley, California Strategic Advisory IWA served as the strategic advisor to Charles Krug in re-staging the CK Mondavi brand. A five year strategic plan was developed for a brand re-launch (incl. product re-formulation, supply, re-positioning & re-packaging, marketing and sales, etc.). The Strategic Advisors CK Mondavi brand was re-launched in September, 1995. Charles Krug announced that sales of CK Mondavi had grown to 490,000 cases in 1996, an increase of over 225% 1995 from the previous year. Charles Krug is one of Napa Valley’s oldest wineries and is owned by the Peter Mondavi family. 1995 Hinman Vineyards (owned by Chambers Corp.), Oregon Strategic Advisory Strategic Advisors IWA served as advisors to Hinman in the preparation of a five year strategic plan with the management team. Hinman is an ultra-premium Oregon wine business. 1995 1995 Southcorp Holdings, Australia Buy-Side Strategic Advisory IWA served as the strategic financial advisor to Southcorp and provided due diligence and financial analysis of the 25 leading USA winery targets for Southcorp’s strategy to expand into the US wine industry with a major acquisition. Southcorp is the owner of leading Financial & Australian wine producers: Penfolds, Lindemans, Wynns and others. 1993 Strategic Advisors 1993 Heublein (a division of Diageo), California Sell-Side Strategic Advisory IWA served as advisors to Heublein and initiated and managed the sale of the historic Greystone Building in Napa Valley to The Culinary Institute of America and the Oakville Winery to Pelissa & Hale. Heublein is a subsidiary of Diageo, the Sale of largest beverage alcohol company in the world. 1992-1993 The Greystone Building & Oakville Winery 1993 Bodegas AGE, Spain (Banco Banesto, Spain) Strategic Advisory IWA served as exclusive strategic advisor to Bodegas AGE on the development and implementation of international marketing strategies. Bodegas AGE is the second largest producer of Rioja wines and the IWA engagement started immediately following the company's acquisition by Banco Banesto from Guiness (Diageo) and lasted for Development & three years. 1991-1993. Implementation of marketing strategies 1991-1993 Vina San Pedro, Chile (Banco Banesto, Spain) Financial & Strategic Advisory IWA served as financial and strategic advisor to Vina San Pedro and provided a company valuation and initiated discussions with international strategic investors. IWA continued to serve as strategy advisor in product development, international initiatives and in the engagement of an international winemaking team. Vina San Pedro is Chile's third largest Valuation & Strategic Advisors winery and was the Chilean wine subsidiary of Banco Banesto, Spain's largest bank. 1990-1993 1990-1993 P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448 www.intlwine.com www.intlwine.com Phone: 707/433-8122
  • 10. MERGER & ACQUISITION ADVISORS TO THE GLOBAL WINE INDUSTRY Total transactions valued at over US $ 1 Billion a U.S. subsidiary of has sold has sold a Vineyard in Sonoma Coast, California Blackstone Winery has sold a Vineyard in Alexander Valley, California to Kenwood, California to To a Private Wine Industry Investor IWA initiated this transaction and served as exclusive IWA initiated this transaction and served as IWA initiated this transaction and served as exclusive exclusive advisors to Constellation. advisors to Grupo Codorniu (Artesa Winery). advisors to Moet Hennessy (Domaine Chandon). June 2012 June 2012 May 2012 The Mariani Family Banfi Vintners has acquired has sold their 50% ownership in has been acquired by to A Group of Private Investors IWA served as exclusive financial advisors & real IWA initiated this transaction and served as exclusive estate broker to Laurel Glen. IWA initiated this transaction & served as advisors advisors to Diageo. to Pacific Rim March 2011 December 2010 July 2011 Sold the trademark and marketing rights to Sold Certain California & Pacific Northwest Wine Assets Proximo Spirits, Inc. (Geyser Peak, Buena Vista, Gary Farrell, Sale of California Wine Industry Asset Atlas Peak, XYZin, Columbia A subsidiary of Winery, Covey Run & Ste. Chapelle) to IWA served as the advisors & initiated the sale of a IWA initiated this transaction & served as exclusive California wine industry asset for Brown-Forman Ascentia Wine Estates financial advisors to Hangar One IWA served as advisors to Constellation April 2010 June 2008 April 2010 Klein Family Vintners has acquired Jackson Family Farms Leslie Rudd has acquired has acquired CHATEAU POTELLE WINERY A Russian River Wine Brand Hedin Vineyard Healdsburg, California a Napa Valley Winery Healdsburg, California IWA initiated & served as strategic advisors to IWA initiated this transaction & served as strategic IWA initiated this transaction & served Davis Bynum in this transaction & sold the winery & financial advisors to Chateau Potelle as strategic advisors vineyard assets to a private investor in a separate to Hedin transaction. March 2008 August 2007 September 2007 April 2007
  • 11. Billington Imports The Wine Group has acquired has acquired Big House & Cardinal Zin California Wine Brands from Napa Valley, California a Napa Valley Winery has been acquired by from A Private Investor Mobius Partnership IWA initiated this transaction, acted IWA initiated this transaction & served as strategic IWA initiated this transaction & served as strategic as strategic financial advisors financial advisors & broker to Mobius financial advisors to Bonny Doon to Koves-Newlan December 2006 August 2006 June 2006 a subsidiary of 585 Wine Partners A Private Investor has acquired has acquired the red truck has acquired a California Wine Brand from Hillview Vineyard Property Napa Valley, California IWA served as broker & financial Templeton, California advisors to the seller IWA initiated this transaction & served as strategic IWA initiated this transaction & acted as strategic financial advisors to Cline Cellars financial advisors for Wild Horse November 2006 December 2005 August 2003 has sold has sold the Carmenet brand to The Vintage Lane Winery IWA served as financial & strategic wine industry advisors to Wells Fargo Bank in To Beringer Blass Wine Estates the DeLoach Vineyard bankruptcy Justi Creek LLC IWA initiated this transaction & served as IWA initiated this transaction & served as exclusive financial advisors to Chalone exclusive financial advisors to Chalone Spring & Summer 2003 December 2002 September 2002 a subsidiary of Vincor International Inc. Beckstoffer Vineyards has acquired has acquired the Talmadge Vineyard in Mendocino County, California from And Cabonne Limited Prosser, Washington have established a global joint-venture to IWA initiated this transaction & served as produce and market Australian wines. IWA initiated this transaction & served as exclusive financial advisors to Parducci exclusive financial advisors to Hogue IWA represented Cabonne September 2001 January 2001 December 2000
  • 12. Mildara Blass Ltd. has acquired Napa Valley Vineyard development has acquired property from has been acquired by Juliana Vineyards St. Helena, California Rutherford, California IWA served as advisor & provided IWA acted as advisor to Mildara Blass IWA acted as strategic advisor and provided due a Fairness Opinion to Sonoma-Cutrer diligence services to Chalone in this transaction September 1998 February 2000 March, 1999 a subsidiary of has acquired has provided debt and equity financing to Mildara Blass Ltd. Geyserville, California Sofia, Bulgaria has established winemaking operations IWA provided general management, financial & in California IWA acted as strategic advisor and provided technical due diligence services to EBRD IWA initiated this transaction & acted as financial and due diligence services to Jim Beam strategic advisor to Mildara Blass Ltd. August 1998 August 1998 June 1997 Robert Mondavi Corporation has acquired an interest in and Mildara Blass Ltd. Paragon Vineyard Company a Chilean Wine Brand from and have established a joint-venture company Vina Santa Carolina S.A. to produce and market California wines. Viña Errazuriz have established a joint-venture to produce and market Chilean wines. and they have established a joint-venture to produce IWA represented Paragon and acted as strategic and market Chilean wines. advisor to the joint-venture IWA initiated this transaction & acted as financial and IWA acted as strategic advisor to Viña Errazuriz strategic advisor to Mildara Blass Ltd. August 1996 October 1995 June 1997 IWA served as Financial has sold has sold & The Oakville Winery The Greystone Building Strategic Advisors Oakville, California St. Helena, California to Southcorp to to Pelissa & Hale Culinary Institute of America IWA provided due diligence and financial analysis of the 25 leading USA winery targets for acquisition by IWA & partners initiated this transaction & IWA & partners initiated this transaction & Southcorp represented Heublein Inc represented Heublein Inc 1993 June 1993 January 1993