Vintage Wine Estates, Inc. entered into an agreement in principle to acquire Bespoke Capital Acquisition Corp. (TSX:BC.U) (BCAC) from Bespoke Capital Partners, LLC and others for approximately $320 million in a reverse merger transaction on December 9, 2020. Vintage Wine Estates, Inc. entered into a definitive agreement to acquire Bespoke Capital Acquisition Corp. from Bespoke Capital Partners, LLC and others in a reverse merger transaction on February 3, 2021. As per the terms of the transaction, each Bespoke Capital Acquisition class A restricted voting share and each outstanding class B share held by Bespoke Capital Partners will be converted in the merger on a one-to-one basis into a share of BCAC common stock. BCACs warrants will likewise be converted into equivalent warrants for BCAC common stock. Holders of Vintage Wine Estates capital stock will receive 27.08 million BCAC common stock issued at $10 per share. Certain Vintage Wine Estates minority shareholders and existing Management Incentive Plan will receive aggregate consideration of approximately $41 million. Core Vintage Wine Estates shareholders to be issued 26.6 million rollover shares in the combined company. All insiders are retaining an equity stake post transaction, including Pat Roney, Founder and controlling shareholder of Vintage Wine Estates. The core shareholders of Vintage Wine Estates and Bespoke Capital Acquisition have each agreed to 18 months lock-up. The rolling shareholders will receive shares in two tranches of 2.86 million deferred shares vesting at $15 and $20 per share. Wasatch Global Investors acquires $28 million stake in Vintage Wine Estates. Post the transaction, Vintage Wine Estates and Bespoke Capital Acquisition will combine that would result in Vintage Wine Estates becoming a publicly traded company. The combined company will be named as Vintage Wine Estates, Inc. The transactions are intended to constitute BCACs qualifying acquisition under the applicable SPAC rules. Vintage Wine Estates will continue to be led by Pat Roney as Chief Executive Officer and will retain VWEs highly experienced management team, augmented by former Diageo Chief Executive Officer, Paul Walsh, as non-executive Chairman, Terry Wheatley will be President, Kathy DeVillers as Chief Financial Officer and Jeff Nicholson as Chief Operating Officer. Key BCAC partners Rob Berner, Candice Koederitz, Jon Moramarco, Tim Proctor, Lisa Schnorr, Jonathan Sebastiani and Mark Harms will join the Board as non-executive directors, and the combined company will have a strong group of independent directors including experienced wine industry executives and finance/legal executives with a focus on ESG and diversity. Prior the closing of the business combination, and in accordance with the terms of the agreement, Bespoke will continue out of the Province of British Columbia into the State of Nevada. Its common stock will remain listed on the Nasdaq Global Market under the new ticker symbol VWE and on the TSX under the symbol VWE.U. The warrants remain listed on the TSX under VWE.WT.U.
The transaction is subject to customary closing conditions, including, among others, Bespoke and at least 66 2/3% of VWE shareholder approval and securities law compliance, Form S-4 containing the Consent Solicitation Statement/Prospectus shall have become effective, final receipt for the OSC Prospectus shall have been issued by the OSC on behalf of each of the Securities Regulatory Authorities, should receive approval for listing on NASDAQ as National Global Market securities of common shares of Vintage Wine, any waiting period (and any extension thereof) applicable to the consummation of Transactions under applicable Antitrust Laws, including the HSR Act, shall have expired or been terminated and execution of ancillary agreement, the approval of the TSX enabling (1) the Transaction to qualify as BCACs qualifying acquisition and (2) the listing of the New VWE Holdco common stock and the New VWE Holdco Warrants on the TSX after the Effective Time The transaction is not subject to any financing or minimum cash requirement. The transaction has been approved by the Board of Directors of Vintage Wine Estates and Bespoke Capital Acquisition. All key shareholders of Vintage Wine Estates, Inc. approved the transaction. The BCAC board of directors has recommended that BCAC shareholders vote in favor of the merger. As on February 5, 2021, Class A Restricted Voting shares were approved for listing on the Nasdaq Global Market and will begin trading on the Nasdaq on February 8, 2021 under the symbol BSPE. Bespokes Warrants will continue to trade OTC in the U.S. Bespokes Class A Shares and warrants will remain listed on the Toronto Stock Exchange under its current symbols. As of April 9, 2021, Bespoke board of directors unanimously recommends that shareholders vote in favour of transaction resolution, continuance resolution and BCAC Class A restricted voting shares vote for the extension resolution. Under the Continuance Resolution, to consider, and if deemed advisable, to approve, with or without variation, a special resolution authorizing and approving the continuance of BCAC from the laws of the Province of British Columbia to the laws of the State of Nevada (the Continuance) and approving the articles of domestication and articles of incorporation of the continued corporation providing for, among other things, the change of name of BCAC to Vintage Wine Estates, Inc.; (the Continuance Resolution). Conditional upon the approval of the Transaction Resolution and the Continuance Resolution, to consider, and if thought advisable, to pass an ordinary resolution, to approve the extension of the permitted timeline (the Extension Resolution) for BCAC to complete the Transaction from May 15, 2021 to July 30, 2021 (the Extension), which Extension Resolution may be voted on by the holders of Class A Restricted Voting Shares only. The special meeting of BCAC shareholders is to be held on May 6, 2021. On May 6, 2021, Bespoke Capital announced that the SEC has declared its S-4 registration statement effective. BCAC also announced that holders of 99.99% of the BCAC shares voting at its special meeting approved the extension of the permitted timeline for completing its qualifying acquisition to July 31, 2021. Bespoke Capital will hold a virtual shareholder meeting to vote on the proposed combination with Vintage Wine Estates on Friday May 28, 2021. As of May 28, 2021, Bespoke Capital shareholders approves the proposed combination with Vintage Wine Estates.
The transaction is expected to close on May 15, 2021. As of February 28, 2021, transaction is expected to close in mid-May 2021. As of May 6, 2021, transaction is expected to close on or about June 7, 2021. Citigroup Inc. acted as financial advisor and capital markets advisor, XMS Capital Partners, LLC acted as financial advisor, Bob Profusek, Robert A. Profusek, Julia V.S. Feldman, Joel T. May and Patrick Baldwin of Jones Day and Blake, Cassels & Graydon LLP acted as legal advisors to Bespoke Capital Acquisition Corp. Cowen Inc. acted as lead financial advisor and sole capital markets advisor, Patrick Daugherty, Carrie Long, Mike Bresnahan, Leslie Pinney, Dovi Adlerstein, Chris Boll, Greg Neppl and others of Foley & Lardner LLP and Stikeman Elliott LLP acted as legal advisors to Vintage Wine Estates. Canaccord Genuity acted as capital market advisor to Bespoke Capital Acquisition Corp.
Vintage Wine Estates, Inc completed the acquisition of Bespoke Capital Acquisition Corp. (TSX:BC.U) (BCAC) from Bespoke Capital Partners, LLC and others in a reverse merger transaction on June 7, 2021.