Forward Looking Statements
This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements which are not historical facts and relate to future plans, events or performance are forward-looking statements that are based on managements current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including but not limited to future global economic conditions, market conditions, foreign exchange rates, the actions of competitors, consumer preferences and operating and financial risks related to managing growth and integrating acquired businesses. Many of these factors are beyond the control of the Company. More detailed information regarding risk factors is included in Company filings with the U.S. Securities and Exchange Commission.
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BRL Hardy
Largest Australian wine producer Tremendous historical growth Excellent exporting success Experienced management team Significant growth potential |
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Strategic Attributes
Consistent with our growth strategy
Improves long term growth trends
Increases product depth and geographic reach
Enhances scale, industry strength and competitiveness
Meets acquisition guidelines
Growing category
New platform
Critical mass market
Superior talent
Improves long-term share holder value
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Improves Long Term Growth Trends
Enhances revenue growth potential in U.K, Europe and other strategic international markets
100% of Pacific Wine Partners - a dynamic growing U.S. business
Ongoing investments in fast growing Imported Beer and U.K. Wholesale businesses assures their role as organic growth drivers
Ability to capture growth at a faster rate in new world markets
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Increases Product Breadth and Geographic Reach
Offers consumers more choices by adding fast-growing New World wines to Constellations already broad portfolio of wines, beers and spirits
Australian wines are the fastest growing wine category in key beverage alcohol markets, and BRL Hardys brands are among the best performing worldwide
Constellations non-U.S. sales will increase from 30% to 40% of its total
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Improves Scale, Industry Strength and Competitiveness
Creates the worlds largest wine company, with approximately US$1.7 billion in total wine sales
Emerges as the wine category leader in the U.K. and holds leading wine positions in critical markets:
Wine:
#1 Australia (24% share)
#1 U.K. (10% share)
#2 U.S. (20% share)
#2 New Zealand (14% share)
Beer, Spirits & Other:
#1 U.K. independent drinks wholesaler
#2 U.S. imported beer
#2 U.K. cider
#3 U.S Spirits
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Growth in Critical Markets
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New World Wine Export Market
Excluding wine sales in the U.S. and the U.K.
Wine |
|
3 Year CAGR% |
|
|
|||
United States |
|
10.1 |
|
Australia |
|
18.3 |
|
New Zealand |
|
12.4 |
|
Chile |
|
9.9 |
|
South Africa |
|
29.4 |
|
Argentina |
|
7.4 |
|
Total |
|
14.2 |
|
Source: IWSR and Company estimates
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New World Wine Import Market
Country |
|
Total Import Share% |
|
3 Year CAGR% |
|
New World Share% |
|
3 Year CAGR% |
|
Canada |
|
71 |
|
7.4 |
|
30 |
|
22.0 |
|
Germany |
|
52 |
|
0.4 |
|
4 |
|
27.1 |
|
Denmark |
|
100 |
|
3.3 |
|
17 |
|
16.2 |
|
Sweden |
|
100 |
|
6.6 |
|
19 |
|
10.0 |
|
Ireland |
|
100 |
|
11.8 |
|
23 |
|
22.9 |
|
Netherlands |
|
100 |
|
1.3 |
|
61 |
|
27.0 |
|
Switzerland |
|
61 |
|
0.2 |
|
20 |
|
87.5 |
|
Japan |
|
59 |
|
8.5 |
|
9 |
|
4.5 |
|
Source: IWSR and Company estimates
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Purchase Price
(In millions except per share data)
Australia $ |
|
|
|
US $ |
|
|
|
|
|
|
|
|
|
A$ 10.50 |
|
Per Share |
|
$ |
6.09 |
|
|
|
|
|
|
|
|
A$ 1,900 |
|
Total Equity |
|
$ |
1,100 |
|
|
|
|
|
|
|
|
A$ 560 |
|
Assumed Debt |
|
$ |
325 |
|
|
|
|
|
|
|
|
A$ 2,460 |
|
Total Purchase Price |
|
$ |
1,425 |
|
* Assumes exchange rate is A$1.00 to U.S. $ 0.58 and excludes transaction costs
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BRL Hardy EBITDA/Valuation
(In millions of US$)
Forward FY04 EBITDA(1) |
|
US$ |
125 |
|
||
|
|
|
|
|||
Purchase Price |
|
US$ |
1,425 |
|
||
|
|
|
|
|||
Forward Multiple |
|
11.4X |
|
|||
|
|
|
|
|||
Synergies |
|
US$ |
20 |
|
||
|
|
|
|
|||
Forward Multiple w/Synergies |
|
<10X |
|
|||
|
|
|
|
|||
(1) Estimated, before synergies |
|
|
|
|||
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Financing Proposal
(In millions of US$)
Sources of Funds |
|
|
|
|
New Credit Agreement(1) |
|
$ |
1,291 |
|
STZ Equity(2) |
|
$ |
375 |
|
Total Sources |
|
$ |
1,666 |
|
Uses of Funds |
|
|
|
|
BRL Equity |
|
$ |
1,100 |
|
BRL Debt |
|
$ |
325 |
|
Old STZ Credit Agreement |
|
$ |
241 |
|
Total uses of Funds |
|
$ |
1,666 |
|
|
|
|
|
|
(1)Excludes $294
undrawn of $400 revolver and transaction costs |
|
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Expected Balance Sheet Effects
|
|
11/30/02 |
|
Pro Forma |
|
Change |
|
|||
Bank Debt |
|
$ |
241 |
|
$ |
1,291 |
|
$ |
1,050 |
|
Other |
|
$ |
22 |
|
$ |
22 |
|
$ |
0 |
|
Senior Debt |
|
$ |
641 |
|
$ |
641 |
|
$ |
0 |
|
Subordinated Debt |
|
$ |
450 |
|
$ |
450 |
|
$ |
0 |
|
Total Debt |
|
$ |
1,354 |
|
$ |
2,404 |
|
$ |
1,050 |
|
Equity |
|
$ |
1,148 |
|
$ |
1,523 |
|
$ |
375 |
|
Debt/Total Cap |
|
54 |
% |
61 |
% |
|
|
* Excludes $294 undrawn of $400 revolver and transaction costs
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