iwa company profile

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IWA IWA is the leading provider of mergers & acquisitions services to the New World wine & liquor industry. Over the last 20 years IWA has either 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 Silverado Hill Winery RESONANCE VINEYARD

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Page 1: IWA Company Profile

IWA

IWA is the leading provider of mergers & acquisitions services to the

New World wine & liquor industry. Over the last 20 years IWA has either

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: 707/433-8122www.intlwine.com

Silverado Hill Winery

RESONANCEVINEYARD

Page 2: IWA Company Profile

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

Robert M. Nicholson Josh Grace Sally Nicholson, Broker

Telephone: (707) 433-8122 Facsimile: (707) 433-7519 E-Mail : [email protected] 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 transaction strategy services to the leaders of wine and liquor industry clients on a worldwide basis. Over the years IWA has been retained by many family owned wineries, most of the multinational companies and the leading banks to improve their business. IWA has initiated, advised on and structured sales of over 20 transactions in the last five years that have included various prominent wine and liquor industry businesses in the U.S. and overseas with a combined value of over $1 billion since 1990. IWA is committed to providing strategic solutions and delivering results on complicated transactions for clients. Our integrated approach combines 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 numerous vineyard and winery real estate transactions valued at over $350 million that have included the sale of a number of prestigious estates. 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. 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.

Page 3: IWA Company Profile

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: [email protected] SALLY O’NEILL NICHOLSON, BROKER http://www.intlwine.com Incorporated in 1990 IWA has completed transactions valued at over US$ 1 billion and is the leader in wine industry mergers and acquisitions, with the sale of over 20 businesses, wineries and vineyards closed since 2008. IWA provides a team of experienced wine business professionals who work with clients on all aspects of the transaction process from valuations, preparation of offering documents, selection of and approach to targets, managing due diligence and representing clients in negotiations through to the close of transactions.

Robert Nicholson is a Principal of IWA and a leader in wine industry mergers & acquisitions and has completed over US$ 1 billion in transactions. Before establishing IWA in 1990 Robert was Vice President of Christian Brothers in California and held positions with Seagrams in New York and with Louis Eschenauer in Bordeaux (when the company owned Chateau Rauzan Segla, Chateau Smith Haut Lafitte and Chateau Olivier, among other leading estates). At IWA Robert has completed numerous transactions and has worked with many family owned wineries, most of the major multinational companies and a number of banks, including Lancaster Estate, Laurel Glen, Sonoma-Cutrer, Edna Valley Vineyard, Bonny Doon, Diageo, Constellation, Grupo Codorniu, Moet-Hennessy, Brown-Forman, Jim Beam, Gruppo Campari, Heublein, Chalone, Fosters, Southcorp, Mildara Blass, Masi, Wells Fargo, European Bank, Banco Banesto, Yalumba, Davis Bynum, Buena Vista, Cline Cellars, Havens, Gary Farrell, Geyser Peak Winery, Chateau Potelle, Charles Krug, Hogue Cellars, Pacific Rim Winemakers, Columbia, Covey Run, Ste. Chapelle, Errazuriz, Wild Horse, Sausal, Hangar One Vodka, and many others. Robert was educated in England at Millfield and studied oenology at the University of Bordeaux under Professor Emile Peynaud. Robert is an active industry commentator at U.S. and international conferences and speaks fluent French.

Josh Grace is a Managing Director at IWA and has over fifteen years of financial management, valuation, accounting, mergers and acquisition 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 where he worked on California vineyard acquisitions and on financial management of the company’s flagship Napa Valley winery. At IWA Josh has worked on a number of prominent wine industry transactions with a combined value of over $700 million with the following companies among others, Diageo, Constellation, Brown-Forman, Campari, Fosters, Lancaster Estate, Sausal, Bonny Doon, Wild Horse, Havens, Davis Bynum, Chateau Potelle, Cline Cellars, and Wells Fargo that have included the sale of various businesses including Edna Valley Vineyard, Pacific Rim, Hangar One Vodka, Big House, Red Tuck and many others.

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 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 wine industry real estate transactions valued at over $350 million since 2006 including the sale of : Lancaster Estate, Sausal Vineyard, Codorniu’s Ridgeline Vineyard, 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, Silverado Hill 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 winery and vineyard business valuations and transactions.

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.

Page 4: IWA Company Profile

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

IWA represented Silverado Hill Winery, located in the Napa Valley, in the sale to theLaird Family Estate. Silverado Hill Winery was owned by CalPERS. The Lairdfamily is one of the largest private vineyard owners in the Napa Valley. 2013

IWA represented Mayacamas Vineyards as exclusive advisors in the sale to aprivate investor group. Mayacamas is a historic producer of Napa ValleyCabernet Sauvignon and was a highly rated participant in the famous 1976“Judgment of Paris Tasting”. 2013

IWA represented Resonance Vineyard as exclusive advisors in the sale to LouisJadot. Resonance Vineyard is located in the Yamhill-Carlton AVA and is one ofOregon’s most highly rated Pinot Noir vineyards. Louis Jadot is one ofBurgundy’s leading wine producers. 2013

IWA served as advisors to Terlato Wines and initiated the sale of AlderbrookWinery, Sonoma County, (excluding the brand) to a private investor. TerlatoWines is a leading importer and marketer of luxury wines in the United States.2013

IWA represented Sausal Vineyard and Winery in the sale of the property and businessto Silver Oak Cellars. Sausal is one of the Alexander Valley’s oldest Zinfandel boutiquewineries. Silver Oak Cellars is one of California’s best known producers of CabernetSauvignon. 2012

IWA served as exclusive advisors and represented Lancaster Estate and Roth in thesale to Foley Family Wines. IWA valued the business, negotiated all aspects of thetransaction and managed the due diligence process to the close. Lancaster is aprestigious Bordeaux estate winery in the Alexander Valley. Foley Family Wines is aleading producer of California wines. 2012

P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

Sausal Vineyard & Winery, Healdsburg, California Sell-Side Advisory

Lancaster Estate, Healdsburg, California Sell-Side Advisory

Silverado Hill Winery, Napa Valley, California

Mayacamas Vineyards, Napa Valley, California

Resonance Vineyard, Oregon

Terlato Wines, Chicago, Illinois

Pine Ridge Vineyards, Napa Valley, California

Sell-Side Advisory

Sell-Side Advisory

Sell-Side Advisory

Sell-Side Advisory

Sell-Side Advisory

August, 2012

Sold toSilver Oak Cellars

November, 2012

Sold toFoley Family Wines

IWA served as the advisors to Pine Ridge Vineyards and initiated the sale of a vineyardasset in the Rutherford appellation of the Napa Valley. The property was sold to aprivate investor. 2013 January, 2013

Sale of a vineyardRutherford, California

January, 2013

Laird FamilyEstate

Silverado Hill Winery

Sold to the

April, 2013

Private Investor Group

Sold to a

Sold to a

August, 2013

Acquired

RESONANCEVINEYARD

Oregon

Sold to a

December, 2013

Sale ofAlderbrook Winery

Healdsburg, California

Page 5: IWA Company Profile

www.intlwine.comP.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.comP.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

IWA

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Sell-Side AdvisoryHangar One Vodka, California

IWA served as the exclusive financial advisors and initiated the sale of the Hangar Onevodka brand and distribution rights to a U.S. subsidiary of Jose Cuervo. Hangar Oneis the leading brand of craft distilled vodka in the USA. Jose Cuervo is the world’slargest producer of tequila. 2010 April, 2010

Valuation & Sale oftrademark & distribution

rights to Jose Cuervo

December, 2010

Valuation & Sale ofthe company to Banfi

March, 2011

Sold toPrivate Investors

Sell-Side AdvisoryPacific Rim Winemakers, Washington

IWA served as exclusive advisors to owner Randall Grahm and initiated the sale ofPacific Rim Winemakers to the Mariani family, owners of Banfi Vintners. Pacific Rimis a 200,000 case Riesling producer. Banfi Vintners is a leading U.S. wine importerand this acquisition was their first investment in the U.S. wine industry. 2010

Sell-Side AdvisoryLaurel Glen Vineyard, Sonoma, California

IWA served as the exclusive advisor and completed a sale of Laurel Glen to privateinvestors. Laurel Glen is one of California’s best known Cabernet estates. 2011

IWA served as exclusive advisors to Diageo and initiated the sale of Edna ValleyVineyard to E.&J. Gallo Winery. IWA represented Diageo and managed the duediligence process to a close of the transaction. Edna Valley is one of the largestproducers of Chardonnay and Pinot Noir in California’s Central Coast with annualsales of 400,000 cases. E. & J. Gallo is the largest privately held winery in theworld. 2011

Sell-Side AdvisoryDiageo North America, New York

July, 2011

Sold to

E.&J. Gallo

IWA represented Constellation Brands and initiated the sale of the Blackstone Wineryin Kenwood, California to a private wine industry investor. Constellation Brands isa leading international producer and marketer of beverage alcohol. 2012

Constellation Brands, New York Sell-Side Advisory

May, 2012

Sale ofBlackstone Winery

Kenwood, California

IWA represented Domaine Chandon and initiated the sale of a Sonoma County vineyardasset to Sangiacomo Family Vineyards. Domaine Chandon is one of the largestsparkling wine producers in California. Sangiacomo has been farming in SonomaCounty for over 80 years. 2012

Moet Hennessy USA (Domaine Chandon), California Sell-Side Advisory

June, 2012

Sale of a Sonoma CountyVineyard Asset

IWA served as exclusive advisors to Artesa, the U.S. subsidiary of Grupo Codorniu inthe valuation and sale of an Alexander Valley vineyard to Duckhorn Vineyards. GrupoCodorniu is the largest sparkling wine producer in the world. Duckhorn Vineyards is aleading Napa Valley producer of Merlot. 2012

Grupo Codorniu (Artesa Winery, California), Spain Sell-Side Advisory

June, 2012

Sale of an Alexander ValleyVineyard to Duckhorn

a U.S. subsidiary of

Page 6: IWA Company Profile

www.intlwine.comP.O. Box 1330,625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

IWA served as the exclusive strategic advisor to Davis Bynum and initiated the saleof their brand to Klein Family Vintners in August, 2007. IWA also served as advisor andinitiated 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.

Davis Bynum Winery, Healdsburg, California Sell-Side Advisory

Valuation & Saleof the Davis Bynum

brand, winery& vineyard

August, 2007 March, 2008

IWA served as advisors to and represented Constellation in their sale of various wineries(Geyser Peak, Buena Vista, Gary Farrell in California and Columbia Winery in Washington)and 571 acres of vineyard assets to EPR Properties which is a subsidiary of EntertainmentProperties Trust. Constellation Brands is a leading international producer and marketer ofbeverage alcohol. 2008

Constellation Brands, New York $99 Million Sell-Side Advisory

Constellation Brands, New York $110 Million Sell-Side Advisory

IWA served as advisors to and represented Constellation in their sale of certain Californiaand Pacific Northwest wine brands and inventory to Ascentia Wine Estates. The assetsincluded the sale of Geyser Peak, Buena Vista, Gary Farrell, Atlas Peak, XYZin in California;Columbia Winery and Covey Run in Washington and Ste. Chapelle in Idaho. Thistransaction resulted in the creation of a new wine company, Ascentia Wine Estates, withannual sales of over 1 million cases. Constellation Brands is a leading internationalproducer and marketer of beverage alcohol. 2008

June, 2008

Valuation & Saleof certain

California & PacificNorthwest Wine Brands

& Inventories

Sell-Side AdvisoryYalumba, Australia

IWA acted as exclusive financial advisor to in initiating andYalumba, Australia,completing the sale of their San Mateo Ranch vineyard in the Napa Valley to LongMeadow Ranch. The Rutherford Sauvignon Blanc vineyard sold at a record price($170,000/acre). 2008

October, 2008

San Mateo RanchVineyard

Yalumba

Long Meadow Ranch

Sold

to

Sell-Side AdvisoryDemuth Winery & Vineyard, Mendocino County

IWA acted as exclusive advisor to Demuth in the sale of the winery and vineyard to aprivate investor. 2008 January, 2008

Demuth Winery& Vineyard

Sold toPrivate Investors

has acquired variouswineries and 571 acresof vineyard assets from

June, 2008

a US subsidiary of

Entertainment Properties Trust

EPR Properties

McManis Family Vineyards, California Strategic Advisory

IWA was originally engaged to evaluate the business. This included a strategic reviewand financial analysis of the winery and vineyard business. A number of IWArecommendations were implemented. 2009 - 2010

2009-2010

Strategic Advisors

Brown-Forman, Louisville, Kentucky Sell-Side Advisory

IWA served as the advisors to Brown-Forman and initiated the sale of the Five RiversVineyard in Paso Robles. Five Rivers is a 427 acre estate vineyard that was sold toSilverado Premium Properties. Silverado is one of California’s largest vineyardcompanies. 2010 April, 2010

Sale of Five Rivers toSilverado Premium Properties

Page 7: IWA Company Profile

www.intlwine.comP.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Sell-Side AdvisoryCline Cellars, Sonoma, California

IWA served as exclusive strategic financial advisors for Cline Cellars and initiatedthe sale of their brand to 585 Wine Partners. Cline is a leading producerRed Truck

of Sonoma County wines. This transaction resulted in the creation of 585 Partners,a new US wine marketing company. 2005

Valuation & Sale of

red truck

December, 2005

Sell-Side AdvisoryKoves-Newlan Winery, Napa Valley, California

IWA acted as exclusive financial advisor to Koves-Newlan in initiating and completingthe sale of the winery and vineyard to a private buyer. Koves-Newlan is a producerof Napa Valley wines. 2006

Valuation & Sale of thewinery & vineyard

June, 2006

IWA served as exclusive and strategic financial advisor to Bonny Doon and provided avaluation of the entire company prior to initiating and managing the sale of the Big Houseand Cardinal Zin brands to The Wine Group. Bonny Doon is owned by Randall Grahamand is one of California’s best known wine companies. The Wine Group is the thirdlargest wine company in the USA. 2006

Bonny Doon Vineyard, Santa Cruz, California Sell-Side Advisory

August, 2006

Sale of Big House &Cardinal Zin toThe Wine Group

Sell-Side Advisory

Sell-Side Advisory

Havens Wine Cellars, Napa Valley, California

Havens Wine Cellars, Napa Valley, California

IWA initiated this transaction and served as strategic advisors and broker to Havens inthe valuation and sale of the winery and vineyard to a U.S. subsidiary of EntertainmentProperties Trust, EPR Properties. Havens is a leading producer of Napa Valley Syrahand Merlot. 2006

IWA acted as exclusive advisor to Havens in the valuation and sale of the brand toBillington Imports. Havens is a leading producer of Napa Valley Syrah and Merlot.Billington is a wine importer and marketer. 2006

Valuation & Saleof the brand

December, 2006

IWA acted as exclusive advisor in the valuation and sale to Rudd Estate. Hedin is awell known Russian River vineyard. This property will be used as a Sonoma base forRudd Estate. 2007

Hedin Vineyard, Healdsburg, California Sell-Side AdvisoryHedin Vineyard

Valuation & Saleof the vineyardto Leslie Rudd

April, 2007

December, 2006

has acquired

a US subsidiary of

Entertainment Properties Trust

EPR Properties

Selected Transactions & Projects

IWA acted as exclusive strategic and financial advisor to Chateau Potelle and initiatedthe sale of the winery and vineyard to Jackson Family Farms. Respected Mount Veederestate. Jackson Family Farms is a subsidiary of privately held Kendall-Jackson VineyardEstates. 2007

Chateau Potelle, Napa Valley, California Sell-Side Advisory

Valuation & Saleof winery & vineyards

to Kendall-Jackson

September, 2007

Page 8: IWA Company Profile

www.intlwine.comP.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Strategic AdvisoryCabonne Limited, Australia

IWA served as advisor to Cabonne in the location and negotiation of a joint ventureagreement with Trinchero (Sutter Home) to create a jointly owned brand ofAustralian wines. Trinchero is one of California’s largest wine company. 2000

December, 2000

Cabonne Limited

and

Joint Venture

Sell-Side AdvisoryThe Chalone Wine Group, California

IWA served as exclusive strategic advisor to Chalone and initiated and completeda sale of the Carmenet brand to Beringer. Chalone was one of the only publiclytraded wine companies in the USA. Beringer is a subsidiary of Fosters. 2002

Selected Transactions & Projects

Financial AdvisoryWells Fargo Business Credit, California

IWA served as the exclusive, strategic wine industry advisor to Wells Fargo during thebankruptcy of DeLoach Vineyards. IWA evaluated the DeLoach bankruptcy work-outplans, prepared and implemented alternative work-out scenarios, valued the businesscourt testimony and wine industry benchmark data. Spring & Summer, 2003

$34 Million Sell-Side AdvisoryWild Horse Winery & Vineyards,Templeton, California

IWA acted as financial advisors to Wild Horse in a plan to reduce debt. Aftercompletion of a valuation IWA initiated and managed a sale of the business to asubsidiary of Jim Beam (Fortune Brands). This was the second wineryacquisition by Jim Beam that IWA had advised on. 2003

$37 Million Sell-Side AdvisoryThe Hogue Cellars, Washington

IWA served as exclusive financial advisors to Hogue and valued the company andthen initiated and managed a sale of the company to Vincor of Canada. Hogue isthe third largest wine company in Washington. Vincor is the largest wine companyin Canada and this transaction was their second US winery acquisition. 2001

Financial & Strategic

Wine Industry Advisors

Spring & Summer, 2003

Valuation & Saleof the business to

Jim Beam

August, 2003

Valuation & Saleof Hogue Cellars to

VincorSeptember, 2001

Valuation & Saleof Carmenet to

BeringerAugust, 2002

Financial AdvisoryCampari, Milan, Italy

IWA acted as exclusive financial advisors to Campari to evaluate a $100 million liquorbrand acquisition. IWA initiated the discussions on behalf of Campari with theprincipals of the selling company, developed extensive financial valuation models forthe acquisition and provided due diligence services to Campari. 2005 2005

Financial Advisors

Page 9: IWA Company Profile

Buy-Side Advisory & Financial AdvisoryThe Chalone Wine Group, California

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 Chaloneacquired the prestigious Hewitt vineyard in Rutherford. IWA also served asadvisors to Chalone and their Washington partners in Canoe Ridge Vineyards toprovide a valuation of the business, to assist Chalone in the buy-out of theirlocal partners. Canoe Ridge is a leading ultra-premium Washington wine producer.2000-2001

www.intlwine.comP.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Strategic AdvisoryStellenbosch Farmers Winery, South Africa

IWA acted as advisor to SFW to conduct a global strategy review for the company.SFW is the largest producer of wines and spirits in South Africa and in 2001, SFWmerged with Distillers Corporation, another leading South African wine and beveragecompany, to form Distell. 1998

Sell-Side Advisory & Fairness Opinion

IWA acted as advisor to Sonoma-Cutrer in obtaining an additional competitive bid forthe company and provided a fairness opinion on the lead offer from Brown-Forman.Sonoma-Cutrer is a well-known ultra-premium estate grown California Chardonnayproducer and was sold to Brown-Forman. 1998-1999

Sonoma-Cutrer Vineyards, CaliforniaStrategic Advisor &Fairness Opinion in

sale to Brown-Forman

March, 1999

1998

Global StrategyReview

1999-2000

Strategic Advisorsin Argentina

Strategic AdvisoryMasi Agricola, Italy

IWA served as advisors to Masi in the development of their strategic and financial planfor a new project in Argentina. Masi is a leading producer of ultra-premium Italianwines and was developing a new vineyard and winery project in Argentina. 1999-2001

$98 Million Buy-Side AdvisoryJim Beam (Fortune Brands), USA

IWA acted as financial advisor to Jim Beam and provided strategic management anddue diligence services in their acquisition of Geyser Peak Winery in California. Followingthe acquisition IWA continued to work with Beam on related issues. This was the firstwine acquisition made by Jim Beam. 1998-2001 August, 1998

A subsidiary of

acquired

Vina Ventisquero, Chile (Agrosuper) Strategic Advisory

IWA is retained to structure joint ventures and establish global marketing anddistribution for Vina Ventisquero. Agreements were signed with PLB, a leading UKdistribution company (annual sales have developed to over 500,000 cases) and ClickWine Group in the USA (the Root:1 brand was developed and annual sales havegrown to over 150,000 cases). Agrosuper is Chile’s largest food group with annualsales of over $2 billion. 1998-2013

Strategic Advisors

1998-2013

2000-2001

Strategic & FinancialAdvisory Services

Page 10: IWA Company Profile

$61.5 Million Strategic AdvisoryEuropean Bank for Reconstruction& Development (EBRD), London

IWA served as strategic advisor to EBRD to provide due diligence services and anassessment and review of the business plans submitted to the Bank by Domaine Boyarto provide $61.5 million of debt & equity financing with ING Barings. Domaine Boyar isBulgaria’s largest wine company. EBRD was established in 1991 following the collapseof communism to aid in the transition to market economies. 1998

October, 1995

Viña ErrazurizSold interest in

to

Robert Mondavi

P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Strategic AdvisoryHinman Vineyards (owned by Chambers Corp.), Oregon

IWA served as advisors to Hinman in the preparation of a five year strategic plan withthe management team. Hinman is an ultra-premium Oregon wine business. 1995

Strategic Advisors

1995

Strategic AdvisoryCharles Krug Winery, Napa Valley, California

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

Strategic AdvisoryMildara Blass (Fosters Brewing Group), Australia

IWA served as strategic advisors to Mildara Blass to develop and implement a globalgrowth strategy to produce wines in other countries. As Project Manager,New World

IWA developed projects in the USA and Chile: a joint venture in Chile with Vina SantaCarolina 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

Strategic AdvisoryParagon Vineyard, California

IWA acted as advisors to Paragon and initiated and negotiated a joint-venture withSouthcorp Wines of Australia. A joint venture was established and IWA worked in ageneral management role to provide direction on financial, production, brand developmentand other marketing issues. Southcorp was Australia’s largest wine company. 1996-2000

Strategic AdvisoryVina Errazuriz, Chile

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

Joint Venture

August, 1996

and

Paragon Vineyard Co.

JV in Chile &winemaking operations

in California1996-1999

Mildara Blass Ltd.

Strategic Advisors

1995

Due Diligence forDebt & Equity

FinancingDomaine Boyar

August, 1998

Page 11: IWA Company Profile

P.O. Box 1330, 625 Healdsburg Avenue, Healdsburg, CA 95448

Phone: 707/433-8122www.intlwine.com

Selected Transactions & Projects

IWA

I W AN T E R N A T I O N A L I N E S S O C I A T E S

MERGERS & ACQUISITIONS GLOBAL WINE ADVISORS CORPORATE FINANCE PLANNING VINEYARD BROKERS

Sell-Side Strategic AdvisoryHeublein (a division of Diageo), California

IWA represented Heublein and initiated the sale of the Oakville Winery to Pelissa& Hale. Heublein is a subsidiary of Diageo, the largest beverage alcohol companyin the world. 1992-1993

1993

Sale of theOakville Winery

to Pelissa & Hale

Strategic Advisory

IWA served as exclusive strategic advisor to Bodegas AGE on the development andimplementation of international marketing strategies. Bodegas AGE is the secondlargest producer of Rioja wines and the IWA engagement started immediately followingthe company's acquisition by Banco Banesto from Guiness (Diageo) and lasted forthree years. 1991-1993.

Bodegas AGE, Spain (Banco Banesto, Spain)

Financial & Strategic Advisory

IWA served as financial and strategic advisor to Vina San Pedro and provided a companyvaluation and initiated discussions with international strategic investors. IWA continuedto serve as strategy advisor in product development, international initiatives and in theengagement of an international winemaking team. Vina San Pedro is Chile's third largestwinery and was the Chilean wine subsidiary of Banco Banesto, Spain's largest bank.1990-1993

Vina San Pedro, Chile (Banco Banesto, Spain)

1990-1993

Valuation &Strategic Advisors

1991-1993

Development &Implementation of

marketing strategies

Selected Transactions & Projects

Sell-Side Strategic AdvisoryHeublein (a division of Diageo), California

IWA served as advisors and represented Heublein in the sale of the historicGreystone Building in Napa Valley to The Culinary Institute of America. Heubleinis a subsidiary of Diageo, the largest beverage alcohol company in the world.1992-1993

Sale of TheGreystone Building to

1993

Buy-Side Strategic AdvisorySouthcorp Holdings, Australia

IWA served as the strategic financial advisor to Southcorp and provided due diligence andfinancial analysis of the 25 leading USA winery targets for Southcorp’s strategy to expandinto the US wine industry with a major acquisition. Southcorp is the owner of leadingAustralian wine producers: Penfolds, Lindemans, Wynns and others. 1993

Financial &Strategic Advisors

1993

Page 12: IWA Company Profile

MERGER & ACQUISITION ADVISORS TO THE GLOBAL WINE INDUSTRY Total transactions completed valued at over US $ 1 Billion

has sold

Alderbrook Winery Healdsburg, California

to

A Private Investor

IWA served as exclusive advisors and represented Terlato Wines in this transaction

December 2013

has acquired

IWA served as exclusive advisors and represented Resonance Vineyard

in this transaction

August 2013

has sold to a Private Investor Group

IWA served as exclusive advisors and represented Mayacamas Vineyards

in this transaction

April 2013

Silverado Hill Winery

has sold to

IWA initiated this transaction and represented Silverado Hill Winery

January 2013

has sold a Vineyard In Rutherford, California

to a

Private Investor

IWA initiated this transaction and served as exclusive advisors to Pine Ridge Vineyards

January 2013

has sold to

IWA served as exclusive advisors and represented Lancaster

November 2012

has acquired

IWA represented Sausal and served as exclusive

advisors in this transaction

August 2012

a U.S. subsidiary of

has sold a Vineyard in Alexander Valley, California to

IWA initiated this transaction and served as exclusive advisors to Grupo Codorniu (Artesa Winery)

June 2012

has sold a Vineyard in Sonoma Coast, California to

IWA represented Moet Hennessy (Domaine Chandon) in this transaction

June 2012

has sold Blackstone Winery

Kenwood, California to a

Private Wine Industry Investor

IWA initiated this transaction and represented Constellation

May 2012

has sold their 50% ownership in

to

IWA served as exclusive advisors to Diageo & initiated

this transaction.

July 2011

has been acquired by

A Group of Private Investors

IWA served as exclusive financial advisors & real estate broker to Laurel Glen

March 2011

Page 13: IWA Company Profile

The Mariani Family

Banfi Vintners

has acquired

IWA initiated this transaction & served as advisors to Pacific Rim

December 2010

Sold the trademark and marketing rights to

Proximo Spirits, Inc.

A subsidiary of

IWA served as exclusive financial advisors to Hangar One & represented

Craft Distillers & St. George Spirits

April 2010

Sale of Five Rivers Vineyard, Paso Robles to

Silverado Premium Properties

IWA served as advisors to Brown-Forman & initiated the sale of a

427 acre vineyard to SPP

April 2010

has sold

San Mateo Ranch Vineyard Rutherford, California

to Longmeadow Ranch

IWA initiated this transaction & served as strategic advisors to Yalumba in the sale to

Long Meadow Ranch

October 2008

Sold Certain California & Pacific Northwest Wine Brands & Inventory

(Geyser Peak, Buena Vista, Gary Farrell, Atlas Peak, XYZin, Columbia

Winery, Covey Run & Ste. Chapelle) to

Ascentia Wine Estates

IWA served as advisors & represented Constellation in a $99 million transaction and managed the

Due diligence process June 2008

a subsidiary of

Entertainment Properties Trust EPR Properties

has acquired various wineries (Geyser Peak, Buena Vista, Gary Farrell & Columbia) and

571 acres of vineyard assets from

IWA served as advisors & represented Constellation in a $110 million transaction and managed the

due diligence process June 2008

Demuth Winery &

Vineyard Anderson Valley

has been sold to

A Private Investor

IWA initiated this transaction & served as strategic advisors to Demuth

January, 2008

Klein Family Vintners

has acquired

A Russian River Wine Brand Healdsburg, California

IWA initiated & served as strategic advisors to Davis

Bynum in this transaction & sold the winery & vineyard assets to a private investor in a separate transaction

March 2008 August 2007

Jackson Family Farms

has acquired

CHATEAU POTELLE WINERY a Napa Valley Winery

IWA initiated this transaction & served as strategic financial advisors to Chateau Potelle

September 2007

Leslie Rudd

has acquired

Hedin Vineyard Healdsburg, California

IWA initiated this transaction & served

as strategic advisors to Hedin

April 2007

a subsidiary of Entertainment Properties Trust

EPR Properties

has acquired

a Napa Valley Winery & Vineyard

IWA initiated this transaction & served as strategic financial advisors & broker to Havens

December 2006

Billington Imports

has acquired

a Napa Valley Brand

from

Mobius Partnership

IWA initiated this transaction & served as strategic financial advisors & broker to Mobius

December 2006

Page 14: IWA Company Profile

The Wine Group

has acquired

Big House & Cardinal Zin California Wine Brands

from

IWA initiated this transaction & served as strategic financial advisors to Bonny Doon

August 2006

Napa Valley, California

has been acquired by

A Private Investor

IWA initiated this transaction, acted as strategic financial advisors

to Koves-Newlan June 2006

A Private Investor

has acquired the

Hillview Vineyard Property

Napa Valley, California

IWA served as broker & financial advisors to the seller

November 2006

585 Wine Partners

has acquired

red truck

a California Wine Brand from

IWA initiated this transaction & served as strategic financial advisors to Cline Cellars

December 2005

a subsidiary of

has acquired

Templeton, California

IWA initiated this transaction & acted as strategic financial advisors to Wild Horse in

this $34 million sale

August 2003

IWA served as financial & strategic wine industry advisors to Wells Fargo Bank in

the DeLoach Vineyard bankruptcy

Spring & Summer 2003

has sold

The Vintage Lane Winery To

Justi Creek LLC

IWA initiated this transaction & served as exclusive financial advisors to Chalone

December 2002

has sold the Carmenet brand to

Beringer Blass Wine Estates

IWA initiated this transaction & served as exclusive financial advisors to Chalone

September 2002

a subsidiary of

Vincor International Inc. has acquired

Prosser, Washington

IWA initiated this transaction & served as exclusive financial advisors to Hogue

September 2001

Beckstoffer Vineyards

has acquired the Talmadge Vineyard in Mendocino County, California from

IWA initiated this transaction & served as exclusive financial advisors to Parducci

January 2001

And

Cabonne Limited

have established a global joint-venture to produce and market Australian wines.

IWA represented Cabonne

December 2000

has acquired

Rutherford, California

IWA acted as strategic advisor, represented and provided due diligence services to Chalone in this

purchase of this 60 acre vineyard

February 2000

Page 15: IWA Company Profile

has been acquired by

IWA served as advisor & provided a Fairness Opinion to Sonoma-Cutrer

March, 1999

Mildara Blass Ltd.

has acquired

Napa Valley Vineyard development property from

Juliana Vineyards

St. Helena, California

IWA acted as advisor to Mildara Blass in the sale of a 100 acre vineyard

September 1998

a subsidiary of

has acquired

Geyserville, California

IWA acted as strategic advisor and provided due diligence services to Jim Beam in a $98 million

transaction of winery & vineyard assets

August 1998

has provided debt and equity financing to

Sofia, Bulgaria

IWA provided general management, financial & technical due diligence services to EBRD

August 1998

Mildara Blass Ltd.

has established winemaking operations in California

IWA initiated this transaction & acted as financial and strategic advisor to Mildara Blass Ltd.

June 1997

Mildara Blass Ltd.

and Vina Santa Carolina S.A.

have established a joint-venture to produce and market Chilean wines.

IWA initiated this transaction & acted as financial and strategic advisor to Mildara Blass Ltd.

June 1997

and

Paragon Vineyard Company

have established a joint-venture company to produce and market California wines.

IWA represented Paragon and acted as strategic advisor to the joint-venture

August 1996

Robert Mondavi Corporation

has acquired an interest in

a Chilean Wine Brand from

Viña Errazuriz

and they have established a joint-venture to produce and market Chilean wines.

IWA acted as strategic advisor to Viña Errazuriz

October 1995

IWA served as Financial

& Strategic Advisors

to Southcorp

IWA provided due diligence and financial analysis of the 25 leading USA winery targets for acquisition by

Southcorp

1993

has sold

The Oakville Winery Oakville, California

to

Pelissa & Hale

IWA & partners initiated this transaction & represented Heublein Inc.

June 1993

has sold

The Greystone Building St. Helena, California

to

IWA & partners initiated this transaction & represented Heublein Inc.

January 1993