Nov 23, 2021

BY Jayson Bussa Sunday, November 21, 2021 05:00pm While Larry Bell maintains that his patrons won’t see any noticeable changes after the planned sale of his Bell’s Brewery Inc. to the parent company of New Belgium Brewing Co., the two like-minded breweries have several synergies they could leverage to unlock cost savings. Perhaps at the top of the list is consolidating the breweries’ separate distribution network. Brendan Palfreyman, a partner with Syracuse, N.Y.-based law firm Harris Beach PLLC who specializes in craft beer law, said consolidating distributorship is typically one of the first cost-saving measures, albeit a laborious one. “Theoretically, it’s cutting your costs quite significantly if you’re dealing with just one distributor for every product owned by the combined conglomerate as a whole,” Palfreyman said. “You have fewer pick-up points, drop-off points, logistics are easier, you’re dealing with one company as opposed to two, and you’re not competing against each other in the same way if you had two distributors going to the same account.” New Belgium expanded to 50-state distribution in 2017. Bell’s currently distributes to 43 states in addition to Washington, D.C. and Puerto Rico. An MiBiz source has confirmed that the two breweries have a goal to align their distribution networks. The deal overall could be mutually beneficial: New Belgium could help Bell’s perform better outside of the Midwest, while aligning with Bell’s could help New Belgium perform better in the Midwest. Palfreyman said it’s a matter of working — state by state — to consolidate networks. Sources say Michigan may be the most difficult state to align distribution under the deal. “Some states allow you to terminate without cause, but usually it’s for a fair market value for the distributor rights that are being terminated,” he said. “Then it just becomes a negotiation process unless the contract spells it out — a negotiation over what’s the fair market value of the rights.” Palfreyman pointed to Sam Adams parent Boston Beer Company Inc.’s acquisition of Delaware-based Dogfish Head Brewery as a scenario with potential parallels to what Bell’s might face. After Boston Beer purchased Dogfish Head for $300 million in 2019, the two sought to consolidate distribution. In every state but Delaware, the combined company sought to consolidate into Boston Beer’s distribution network. To move the process along, Boston Beer has had to file lawsuits, primarily in New York. “Some states are easier than others, and some distributors are easier than others,” Palfreyman said. “There are always going to be some holdouts. New York is pretty notorious. Distributors want their fair shake.” New craft beverage giant? As the blockbuster craft beer deal involving Bell’s heads to close in the coming months, craft brewers and industry experts are looking at its potential effect on the industry nationwide. Earlier this month, Bell announced plans to sell 100 percent of the company to Australian brewing conglomerate Lion Little World Beverages for an undisclosed price. The deal also includes the sale of Escanaba-based Upper Hand Brewery, which Bell’s Brewery founded in 2014. The multinational Lion, owned by publicly traded Tokyo-based Kirin Holdings Company Limited, previously acquired Fort Collins, Colo.-based New Belgium Brewing Co. in 2019. The conglomerate is partnering up the two like-minded breweries. The move would also see the exit and retirement of Bell and his daughter, Laura Bell, who is the only other shareholder in the company. Bell’s Executive Vice President Carrie Yunker, who has been with the company for 18 years, will lead day-to-day operations for Bell’s in Kalamazoo and report to New Belgium CEO Steve Fechheimer. “To be able to join forces with New Belgium is really a good fit,” Larry Bell told MiBiz upon announcing the sale. “The thing I like is that the two companies share so many values around safety for workers and sustainability and around philanthropy and commitment to the community — and, of course, to quality beer.” Lion’s second major acquisition in the last two years raises questions over whether the multinational conglomerate is aiming to join heavyweights like AB InBev or MolsonCoors in dominating the craft beer market. Under its craft beer business unit called Brewers Collective, Anheuser-Busch engaged in a craft beer buying binge from 2011 to 2017, scooping up independent craft breweries spanning the country, from Oregon to New York. This included the 2011 purchase of Chicago-based Goose Island Beer Co., which also owns Fennville-based Virtue Cider. If Lion attempts the same, Palfreyman said the company will likely look to minimize cannibalization in both products and geography with its additional acquisitions. Lion now has a foothold in Michigan through Bell’s. And, in addition to New Belgium’s Colorado headquarters, the company has a brewery near Asheville, N.C. Lion’s deal to buy New Belgium also included San Francisco-based Magnolia Brewing, which the company aquired out of bankrupcy in 2017. “From a geography perspective, they’re certainly sitting nice,” said Ryan Behringer, a senior manager for Plante Moran who’s based in Southfield and is a member of the firm’s food and beverage leadership team. “I know they don’t have plans in the short term to adjust any production and start brewing New Belgium out of the Bell’s facility, but you just think about some of these large breweries in the U.S., the transportation costs and the proximity to where you’re brewing — that’s a huge thing.” Both Behringer and Palfreyman agreed that, based on geography, they wouldn’t be surprised to see the next Lion acquisition come out of either the west or east coasts. Regardless of Lion’s next move, the conglomerate is certainly engaging in a market where large, independent craft brewers are very much in the crosshairs. “Maybe five years ago, even up until the last couple of years, a lot of people have wondered how is there going to be a roll up and consolidation in the industry,” Behringer said. “You had MillerCoors, AB and Constellation (Brands) purchasing some rather large brewers for some pretty sizable transaction values.” “It doesn’t seem (to be slowing down), either,” he added. “There are still a decent amount of deals going on and people realizing that you’re growing through acquisitions.” Blurring the lines This dynamic has been felt in West Michigan, too. The trend started in 2014, when Grand Rapids-based Founders Brewing Co. sold a 30-percent stake to Spain-based Mahou San Miguel, which later increased to 90 percent in a 2019 deal. AB InBev in 2015 acquired a majority stake in Virtue Cider, and two years later acquired the remainder of the company. In 2017, Bellaire-based Short’s Brewing Co. sold a 20-percent stake to Petaluma, Calif.-based Lagunitas Brewing Co., a wholly owned subsidiary of Dutch brewer Heineken International. Most recently, Detroit-based Atwater Brewery, which operates a taproom in Grand Rapids, was acquired in January 2020 by Chicago-based Molson Coors Beverage Co., one of the largest international brewing conglomerates. Industry veteran Jason Spaulding, who co-owns and operates Grand Rapids-based Brewery Vivant and Kentwood-based Broad Leaf Brewery & Spirits along with his wife Kris, said the Bell’s sale hit him hard, signifying not only the end of an era for the local beer legend but also pointing to a dramatically shifting craft beer landscape. “Things change with time, but that was a big one,” Spaulding said of the deal. “The first wave of independent craft brewers, they’re slowly being bought. I have more questions than anything. What does that mean for the rest of us? What’s the future of craft beer? And, especially now, what is craft beverage? That’s being blurred. That’s what I struggle with.” The Brewers Association defines a craft brewer as one that produces 6 million barrels or less of beer per year and is independent, with a threshold of less than 25 percent of the company being owned by a non-craft brewery. As a small, independent brewer that places an emphasis on the beers served at its taproom restaurant and a small distribution footprint, Brewery Vivant is unlikely to be on buyers’ radar. Still, the brewery finds itself going up against more competitors with the deep pockets of a multinational conglomerate, which makes it difficult to compete. “Personally, it’s harder and harder for us to stay relevant in the distribution realm as customers have less of a discerning nature between a brewery like Founders and Vivant or New Belgium and Vivant. It’s getting lost. They do see that Vivant costs more,” Spaulding said. “I don’t have the scale or purchasing power,” he added. “I joke around that I can’t even can air and sell it to compete with Founders’ pricing. A 15-pack? Forget the beer and I still can’t get it there.” ADVERTISEMENT