Bars close and hundreds lose jobs as US firm buys Brewdog in £33M deal

20+ years in tech and finance and I still can’t believe liquidation preferences are legal.

Even among shareholders, a group of insiders in a conference room can self-deal to keep all the money for themselves and screw common stockholders who had no representation in that room.

From the guardian: “But about 220,000 investors, who contributed £75m in crowdfunding across seven “equity for punks” rounds, could walk away with nothing.”

I used to love the idea of crowdfunding but then I watched a bunch of people buy worthless common stock and get hosed over and over.

An illustrative lesson to anyone who joins a startup with the promise of a ton of stock: the company can make it worthless whenever they feel like it. Always remember that.

As for Brewdog itself, there’s a lesson in VC mindset there as well I think. Everything doesn’t have to grow to be massive. You can stay a sustainable size if you want to. But alas the temptation to keep expanding is always too strong, and often leads to flameouts like this.

The article says:

  In 2017 a US equity firm TSG Consumer Partners acquired a 22% stake in Brewdog. But unlike the Equity for Punks' "ordinary" shareholders, TSG was given "preference shares". That meant that if Brewdog was sold, TSG was first in the queue to get back its investment plus any return owed, possibly leaving little or nothing for small investors.

  5 Statement of capital (prescribed particulars of rights attached to shares)
  Class of share
  Preferred C Shares
  Prescribed particulars

  Amount") shall be applied as follows:
  1. an amount shall be distributed among the holders of the Preferred 'C' Ordinary Shares which shall be the greater of:
  a) the Deemed Acquired Price of all Preferred 'C' Ordinary Shares together with, in respect of each Preferred 'C' Ordinary Share an amount equal to 18 per cent of the Deemed Acquired Price per year (based on a 365 day year) accruing daily and compounding annually from the date of issue up to and including the date of the return of capital; and
  b) such amount of the Distribution Amount as would be applied to the holders of the Preferred 'C' Ordinary Shares if they ranked pari passu with 'A' Ordinary Shares and 'B' Ordinary Shares; and
  2. any balance of the Distribution Amount following the application of the amount referred to in (1) above shall be applied to the holders of the 'A' Ordinary Shares and the 'B' Ordinary Shares (in accordance with the terms of the Articles of Association), provided that in the instance that Article 6.2.1(a) applies, the Warrant Shares shall have nil value for the purposes of Article 6.2.2.
  Any return on Preferred 'C' Shares shall be made amongst their holders pro rata as nearly as possible to their respective holdings of Shares of that class.

I've been hearing buzz that the whole alcohol industry is in trouble, from a perfect storm of cultural changes that culminate in young people drinking less, and particularly drinking less in bars.

With that context, it seems notable that the booze company in question here was purchased by a "beverage and medical cannabis" corp.

> About 200,000 people put money into the scheme, which offered a stake in the company, [...] But unlike the Equity for Punks' "ordinary" shareholders, TSG was given "preference shares".

Is the UK about to see public demand for investment reform?

We could use reform in the US lately. I'm not seeing many experienced people who believe in startup equity anymore, nor who are aligned with the success of the company. (Except for founders and VCs.)

Is “have been made redundant” normal phrasing in the UK, or did the BBC just decide to use that kind of bloodless phrasing for “fired?”

No conspiracy here.

Brewdog had a loss of 37m GBP last October, and went into something similar to Chapter11(?), american company bought the remains and saved what had any value left.

So not really "evil company buys good company and fires everyone" IMHO.

edit: useless at spelling...

That's not very punk, is it?

Not a Brit - but I've been seeing "times get even worse for UK pubs, with yet more closing" stories for years now.

And the BBC seems torn between lambasting a corporation for screwing the little guys...and admitting that the whole works was a hopeless money-loser, with a mountain of debt.

Seems like a collapse of the alcohol market would be a benefit on the order of removing leaded gas

But don’t let my biological logic stand in the way of cultural madness - if a coherent society in your view requires a poison in order to facilitate then that society is probably not worth keeping going