Crystal Clear!
Invested Banker to the Consumer Industry
Description
Target: Voss of Norway ASA
Counterparty: Juggernaut Capital Partners
Segment: Food & Beverage
Transaction Value: $18.0 million
Closing Date: August 1, 2011
Role: Exclusive Financial Advisor

Voss of Norway ASA, headquartered in New York, NY, was founded in Norway in 1998 by childhood friends Ole Christian Sandberg and Christopher Harlem. Today, Voss is one of the world’s leading ultra-premium brands in the $100+ billion global bottled water market. Voss’ still and sparkling products are marketed in 50 countries around the world at the finest hotels and restaurants in the on-premise channel, and at leading Food, Drug, Natural and other stores in the retail channel. Since inception, the Company has invested significantly to build the Voss brand and establish its ultra-premium image. Voss’ ultra-pure water is drawn from a pristine artesian aquifer in Iveland, Norway, and bottled on-site at the Company’s nearby production facility.

With sales exceeding $500 million, employing more than 4,000 employees in 80 countries, Kaz is today the world’s largest vaporizer/humidifier manufacturer and continues to be the most trusted name in the industry

““As we considered advisors, one firm stood out: Sawaya Partners. We recognized that Fuad Sawaya and the balance of the Sawaya Partners’ team have unparalleled beverage industry expertise and relationships which made them uniquely positioned to achieve a success for Voss and its stakeholders. The Sawaya Partners team worked very hard to arrive at a deep understanding of our business, and the Voss brand. Their ability to help us clearly and creatively articulate this highly compelling opportunity to the best potential partners in the market created strong process dynamics, which ultimately resulted in a highly successful outcome to a complex, cross-border assignment under an accelerated time frame. Sawaya Partners’ guidance and execution capabilities were instrumental at each point along the way. Our Company now has both the strategic capital and an ideal partner in Juggernaut to achieve our growth ambitions and create significant future value for our stakeholders. “

JACK BELSITO PRESIDENT & CEO, VOSS OF NORWAY ASA

Company History — Founding through 2008:
The Entrepreneurial Years

Voss founders Ole Christian Sandberg and Christopher Harlem set out in 1998 to create a revolutionary bottled water brand that would stand out in the large but homogenous and competitive landscape of the global bottled water market. In particular, the ultra-premium segment offered opportunities for a chic and sophisticated brand to distinguish itself and appeal to a broad range of consumers worldwide at an elevated price point, creating an attractive proposition for customers in multiple channels and geographies. Over the next several years, the Company developed a leading on-premise channel platform in the U.S. and in many other countries, and established its ultra-premium brand equity by partnering with some of the most prestigious hotel and restaurant accounts in the world.

New Challenges:
2008-2009 Recession

For the better part of the 2000’s, Voss was focused on brand-building and growth, rather than optimizing profitability. As a result, when the global foodservice industry and hospitality markets experienced a meaningful contraction during the global recession in 2008 and 2009, Voss’ on-premise business, like many others, was impacted by the challenging macroeconomic environment, leading to a substantial sales decline in 2009. To meet this challenge, Voss’ Board of Directors concluded that the Company should adapt by establishing a more balanced business model across both on-premise and retail channels, and implement a new focus on profitable growth. As a critical first step towards these objectives, Voss conducted a search for a new CEO with significant retail expertise and a track record of success building brands in the beverage industry.

New Era of Leadership:
2010 to Current

In early 2010, Voss hired Jack Belsito, former CEO of Snapple Beverage Group at Cadbury plc. Mr. Belsito recognized the exceptional brand equity to be leveraged, but also the scope of changes necessary to achieve the Company’s objectives. From the outset, he began to implement strategic initiatives across all aspects of the Company’s operations and activities, including its product offerings, branding, sales, marketing, supply chain and distribution infrastructure, among others, to reposition the Company for profitable growth.

  • VossWorld: At the forefront of the Company’s sales and marketing strategy is a new initiative to position Voss as a powerful and extendable ‘Iconic Global Brand and Lifestyle Platform’ appealing to a broad consumer base. The effort is to shift the brand’s legacy associations, such as its ‘exclusive’ and ‘luxury’ connotations, to positioning reflecting notions of ‘substance’, ‘approachability’, ‘purity’, and ‘social and environmental responsibility.’ These core components also align the brand with several important consumer trends, including ‘thoughtful consumption’ and ‘health and wellness’. As depicted in the chart below, all of these positioning elements are brought together with like-minded consumers in a virtual space termed VossWorld.
  • Retail Strategy: Mr. Belsito recognized the Voss brand’s significant growth potential in the retail channel and immediately reoriented the Company’s strategic plan to build the brand’s underdeveloped presence with consumers at retail. The Company optimized distribution relationships, refocused its product portfolio, and quickly began to experience double-digit growth in consumer take-away. This trend continued to accelerate as the retail initiative gained momentum, with velocity and POS sales increasing sequentially across the board. Key accounts such as Whole Foods and other grocery retail accounts registered particularly meaningful growth as the Company’s new VossWorld marketing platform came online and the retail sales team rolled out effective new promotional programs. Consumers’ clear affirmation of Voss’ potential in retail also fueled shelf space and distribution gains as the sales team communicated Voss’ attractive margin proposition to both existing and new retail accounts.

Capital Raise Initiative
As performance continued to improve under Mr. Belsito’s leadership and the Company developed a comprehensive long term strategic vision, Management and the Board began to consider alternatives to help accelerate this new growth trajectory and reconfigure its capital structure. They concluded that partnering with a new investor to provide a capital infusion of approximately $16 million as well as value-added strategic resources would best position the Company to take advantage of its current momentum and create a new inflection point for the Voss brand. Specifically, the transaction objectives of Company and its stakeholders were:

  • Growth Equity: To provide capital to support the Company’s growth strategy in the retail and on-premise channels through investment in additional selling resources, marketing programs, working capital, and select capital expenditure needs; and,
  • Debt Redemption: To simplify and reconfigure the Company’s capitalization by retiring a portion of the convertible debt obligations that were incurred to assist the Company in managing through the challenging recessionary years of 2008 and 2009

From the outset, Sawaya Partners worked closely with both Management and its key stakeholders to create a comprehensive plan to optimize the process objectives.

  • CEO Leadership: To capitalize on the value of Jack Belsito’s leadership and enhance the attractiveness of the opportunity, Sawaya Partners orchestrated a series of ‘fireside’ lunches and dinners with Mr. Belsito for a carefully selected set of potential investors. These privileged meetings took place prior to the initiation of the formal capital raise process and provided comfort for investors that the conditions were in place for a successful investment to be made despite the complexity of the transaction;
  • Comprehensive & Compelling Plan for Profitable Growth: The success of the growth capital raise would also be dependent on effective and compelling articulation of Management’s strategy for future value creation to potential investors. Sawaya Partners worked closely with Management to develop a comprehensive and fully supported case for Management’s 5-year plan for growth and increased profitability in the process marketing materials. This ‘roadmap’ centered on the belief that Voss could double sales in its heritage on-premise markets and, by leveraging Mr. Belsito’s retail background, experience a step change in retail channel sales, bringing overall sales growth over a 5-year period to a CAGR of more than 25%;
  • Investor Outreach: In line with the objectives set forth by its client, Sawaya Partners approached a broad and well-researched set of potential investors, experienced in the beverage space, attracted to growth equity opportunities, and open to minority-oriented transaction structures;
  • Stakeholder Endorsement: Sawaya Partners also went to great lengths to assure potential investors that the key stakeholders in Norway were in consensus with respect to the underlying objectives for the transaction, including the type of investor being sought, parameters for value and structure, and use of proceeds for both growth equity and debt redemption;
  • Due Diligence: Following initial indications of interest and a series of Management Presentations, Sawaya Partners worked with Voss to narrow the field to those investors whose proposals were compelling enough to justify (i) a site visit to the Company’s water source and bottling facility in Iveland, and (ii) the opportunity to meet with Voss’ key stakeholders in person in Oslo;
  • Transaction Execution: Upon completion of this phase of the process, Voss entered into exclusivity with Juggernaut Capital Partners, a firm whose principals have had a long history of consumer investments and an ability to add value to Voss’ growth thesis in both on-premise and retail channels. During the month of July, 2011, Sawaya Partners and Management managed through a period of confirmatory due diligence followed by final negotiations with the Company and its key stakeholders and board members to execute a shareholders agreement and securities purchase agreement and to close the transaction.

As part of the final terms of the transaction, Juggernaut and a Norwegian investment firm, Centra Group, injected $18 million of capital which translated into a minority equity stake in Voss. The preferred investment was structured with certain governance rights and downside protection, but allowed all shareholders to share in the Voss upside potential. Through Sawaya Partners’ efforts, value was optimized in line with Voss’ expectations and the transaction provided for the continued growth of the Voss franchise and legacy under the leadership of the current Management team.

For Sawaya Partners, the cross-border capital raise for Voss represents yet another example of the firm’s expertise in consumer Food & Beverage transactions. Moreover, the assignment marks an important milestone towards a new era of leadership for the firm in growth equity and luxury goods transactions, while extending its track record of success with private equity investors. The excellent results achieved along the way reflect Sawaya Partners’ commitment to realizing a successful outcome for Voss and is indicative of Sawaya Partners’ fundamental view that all client relationships are long term relationships.

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