Better World Acquisition, an ESG-focused SPAC, today announced a business combination agreement with Heritage Distilling Holding Company, a craft distiller. The deal has a pro forma enterprise value of $122.2 million, if the SPAC’s shareholders vote for the merger.
If approved, Heritage Distilling Group will be a new Delaware holding company led by Justin Stiefel, Co-founder and CEO. Shares are expected to list on the Nasdaq under the ticker symbol CASK.
Terms call for $77.5 million in shares to be issued to Heritage equity holders, subject to adjustment for certain indebtedness of Heritage. Cash proceeds from Better World’s trust account, which currently has approximately $44 million, less any redemptions and payment of transaction expenses and other liabilities, will remain with the combined company. Heritage and Better World are contributing into a CVR escrow account an aggregate of the equivalent of 4 million shares of the merged company’s common stock and RSUs that will settle into shares of common stock. The CVRs will provide Better World’s nonredeeming stockholders with downside protection.
Heritage was founded in 2011 by Justin and Jennifer Stiefel. Heritage offers a variety of whiskeys, vodkas, gins and rums produced mainly from local, sustainably sourced ingredients. The company is the most awarded craft distillery in North America by the American Distilling Institute for the past nine years out of more than 2,600 craft distilleries, according to a press release. To accelerate its national wholesale distribution growth strategy, Heritage founded the Tribal Beverage Network to collaborate with Native American tribes and develop Heritage-branded distilleries, brands, and tasting rooms and to develop brands unique to the tribes, to serve patrons of tribal casinos and entertainment venues, creating social and economic benefits for participating tribal communities while allowing the tribes another channel through which to exercise their sovereignty. Heritage is a majority women-owned enterprise. Read more.
