While prospects for insolvency have captured the attention of those following the W. J. Deutsch's lawsuit against Ascentia Wine Estates (AWE), the process has unleashed a series of corporate mismanagement allegations against CEO Jim DeBonis.
"Eight Estates [a former name for AWE] may or may not be insolvent in a purely technical sense," said one source associated with the process. "But there is no denying that it has serious sales and financial problems, most of which result from executive mismanagement. That said, the company's only way out of its financial jam may be to file Chapter 11 in order to force debtors to restructure its debt."
That source, along with 17 others interviewed by Wine Industry Insight, spoke only upon a guarantee of confidentiality, some because they were not authorized to speak with the media and others fearful of "blowback."
"This is messy and going to get a lot messier before it's over," explained one source. "There will be collateral damage. People are going to get shot in the crossfire."
ALL SOURCES GIVEN OPPORTUNITY TO CORRECT & COMMENT
On Sunday evening, Wine Industry Insight emailed a draft of this article to DeBonis, Peter Deutsch and to all sources requesting corrections and additions by noon Monday. While not a standard WII practice, the shortcomings inherent in articles that rely heavily on unnamed sources demand an extra effort to insure a fair, accurate, complete and contextually accurate article.
Information from anonymous sources is never used by Wine Industry Insider unless it is corroborated by legitimate documents or by two or more independent sources.
Neither Deutsch nor anyone from his organization had any comment.
An email from DeBonis read, "Thanks for the opportunity, you definitely have your facts all wrong. I cannot get back to you by noon, but I will later on."
WIN had not received anything from DeBonis by 4:30 p.m. when this article was sent to subscribers,
In addition to its sources, Wine Industry Insight also relied upon W. J. Deutsch's legal complaint filed in Delaware Chancery Court.
DEUTSCH RAN OUT OF PATIENCE, FILED SUIT
"Bill Deutsch got tired of being ignored," said a source familiar with the controversy. "He felt stonewalled, lied to and believed that his legitimate concerns had been ignored. But you have to remember that he's also in litigation with another investment, Renwood Winery. I think he pulled the legal trigger so quickly on this one because he felt his patience with Renwood had been taken advantage of and he was not going to let that happen again."
"Even though WJD has a 27-percent interest, the rest is in the hands of Jim's allies, with GESD holding a whopping majority," said the source.
Ascentia acquired eight orphan Constellation Brands in June of 2008 as part of the $208,770,900 million deal that created AWE.
In that deal, all of AWE's land and wineries were acquired for $115 million by SBV VinREIT, an LLC operated by Kansas-City-based, Entertainment Properties Trust (NYSE:EPR). All the wineries and vineyards were then leased back to Ascentia.
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- GESD PROVIDED BULK OF FUNDING, GOT HEFTY FEES
- GIRAUDO ONLY INVESTOR NOT SUED
- AGREEMENT KEPT DEUTSCH FROM PROPER DUE DILIGENCE
- IMPOSSIBLE FOR ASCENTIA TO MAINTAIN PREVIOUS SALES LEVELS
- DEBONIS SHOULD HAVE KNOWN ABOUT "INFLATED FINANCIAL PROJECTIONS"
- GESD THREATENED TO SUE IF DEUTSCH INVESTIGATED
- MEDIA GIVEN WILDLY CONFLICTING ASCENTIA SALES FIGURES
- ASCENTIA: NO STRATEGIC PLAN + INABILITY TO MOVE QUICKLY
- DEBONIS NO "FREDDIE FRANZIA"
- FINANCIAL WOES PROMPTED ATTEMPT TO SELL BUENA VISTA WINERY
- VINREIT NIXED BUENA VISTA SALE
- BUENA VISTA "LAME" BRAND HURT POTENTIAL SALE
- BUENA VISTA NOW MOTHBALLED, HOPING FOR CUSTOM CRUSH
- BARGAIN BASEMENT SALES OF WINE TO INVESTORS & INSIDERS PROVIDED STOPGAP CASH, DEPLETIONS
- ASCENTIA TOO "BIG CORPORATE" FOR OWN GOOD
- TOP EXECS FAILED TO HALT "TOXIC ENVIRONMENT"
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STILL UNDEAD: Employees Fume, Customers Fret As New Vine Bazaar Grinds On
While hopes had been high that New Vine’s investors would quickly find a suitable buyer, those hoped dimmed as the night wore on.
The process frustrated everyone involved, even as progress had been made by whittling down the number of bidders for New Vine’s bones from yesterday’s 20+ to a more realistic half dozen or so.
Among the frustrated late Wednesday night were:
- Former New Vine employees who are owed past wages began to vent their frustration on Internet forums.
- Winery customers unable to lay hands on their wine grew restless while others boasted of replacement fulfillment houses.
- Investors and bankers trying to find the best pre-nuptial agreement for a suitor or suitors.
- Bloggers, Tweeters and grumpy reporters who usually watch Jeopardy! with their children.
NARROWING SUITOR FIELD LEAVES TOP PICKS IN THE RUNNING
While many sages declared WTN Services a winner early in the day, others involved in the process scoffed at the predictions: “There are at least half a dozen deals in play as we speak,” said a top player Wednesday evening who cautioned, “WTN is not the only game in town trying to get this deal.”
Indeed, one executive involved with debt financing said, new suitors were trying to join the process Wednesday afternoon even as others were dropping out.
WTN MOST OFTEN MENTIONED
WTN Services, a division of 1-800-FLOWERS.COM, Inc. (NasdaqGS: FLWS) is considered by many as the front-runner thanks to the financial resources of the parent company and the existing network of other wholly owned wine companies and outside partners.
1-800-FLOWERS.COM also owns:
In addition, WTN Services has strategic alliances and working partnerships with a wide range of other vendors including New York-based wholesaler MHW Ltd.
IMPORTER MHW HAS ITS PROPONENTS
While some sources have speculated that MHW would be the successful bidder, it’s relatively small size makes that unlikely.
“In no way, no form, no shape, is MHW buying NVL,” said a knowledgeable participant. “Impossible. Could they be the three-tier compliance solution for an acquirer like WTN? Absolutely, since they already do it now.”
MHW Ltd.’s non-client web site, www.mhwltd.com has been unreachable for several days, but, the Google cached page as of May 27 indicates that the Long-Island company considers itself:
“[T]he premier beverage alcohol service organization.
“As a national US importer and distributor for wine, spirits, beer and malt products, MHW provides foreign suppliers with a cost effective and efficient approach to conducting business in the US beverage alcohol market.
“In addition to Federal import and wholesale permits, MHW holds state licenses to ship wine, spirits, and beer to wholesalers throughout the country. MHW is also licensed to sell direct to retailers in New York, New Jersey and California. MHW provides all administrative services and regulatory compliance, including transportation, logistics, warehousing, reporting, billing and collection.”
EWINERY SOLUTIONS EXPECTS MHW TO BE A PART OF THE SOLUTION
While stopping far short of saying that MHW would be the new owner of New Vine, eWinery Solutions sent an email to all its customers June 2 that expressed its opinion that MHW would be part of the ultimate solution.
The eWinery Solutions email read, in part:
“There is significant likelihood that a deal will happen today for a go forward plan with the NVL facility and MHW.
This would save significant cost and hassle for clients using MHW’s licenses to ship consumer direct.
“Meanwhile, the existing NVL board has agreed to fund the transition plan and allow compliance to continue for June and shipments in the pipeline to go out this week.”
WTN PARTNERS WITH MHW
In a news release posted on BusinessWire on June 1, WTN Services stated that:
“WTN Service partners with MHW and its affiliated partners for three-tier compliance ease, as did New Vine Logistics. This service ensures three-tier timely compliant deliveries three times per week…and that New Vine customers could transition to WTN Services with a minimum of service disruption.”
UNPAID EMPLOYEES ANGRY AND VENTING ON INTERNET
Laid-off employees who are owed back wages have taken to the Internet to voice their anger and frustration.
A post on Wine Industry Insight from an employee calling himself John said,
“Speaking for myself and the many employees of New Vine who found ourselves unemployed as of last Friday, with no notice, no paycheck, nothing…we have one statement. We are outraged.
“This closure came as an immense shock to us all. We were told not to come to work on Monday, and that payroll was “to be determined”. Is that even legal?
“Since then, we have had no response from the company. Calls and e-mails are not answered or returned. It is like all of our hard work and dedication never really happened.
“While we do not expect to ever recoup our personal losses financially, on the principal of demanding at the very least some level of satisfaction by bringing the management team’s total lack of ethics to light, expect lawsuits. Plenty of them.”
Similar comments were posted at PinotBlogger.Com.