Full Sail Brewing Acquisition Expected This Month


The future ownership structure of Full Sail Brewing, an employee owned beer company based in Hood River, Ore., could be known as early as Friday afternoon.

Last week, Full Sail CEO Irene Firmat and executive brewmaster Jamie Emmerson told The Oregonian that 78 current and former employee-owners would vote on a possible sale to Encore Consumer Capital, a San Francisco-based private equity firm.

Encore first approached Full Sail last September with an offer to purchase the company, Firmat told Brewbound.

“It was completely unsolicited,” she said. “We weren’t really looking for it. We didn’t have a book out, but when we were presented with an offer this good, we had to take a serious look at it.”

Specific transaction details are not being disclosed, but Firmat told Brewbound that 58 percent of company shares are currently owned by an employee stock ownership plan (ESOP). Firmat, Emmerson and a group of outside investors own the remaining 42 percent of Full Sail shares.

As an employee-owned company, Full Sail had an opportunity to allow its shareholders to vote on a possible transaction. So, if a majority of Full Sail’s 78 employee-owners are in favor of the deal, Firmat and Emmerson will approve a sale to Encore Consumer Capital. In doing so, Encore setup “Oregon Craft Brewers Co.,” a holding company that was established to execute a merger, Firmat said.

That company will “remain in place with its only purpose being ownership of Full Sail,” said Scott Sellers, the managing director of Encore Consumer Capital, who added there are no current plans to acquire additional brands.

“Irene, Jamie and the rest of the employees have built a very special company at Full Sail and we are thrilled to be a part of the future of the company,” Sellers wrote to Brewbound in an email. “While we believe the Full Sail brand has growth potential, we feel the Session brand in particular is very well positioned for future growth. “

In a note to shareholders, Firmat and Emmerson explained the acquisition opportunity and expressed confidence for the future of Full Sail under new ownership.

“It strengthens Full Sail for the future in this highly competitive marketplace and enables us to honor our financial commitments to our employees and keep our company independent,” they wrote.

Firmat said other interested acquirers had approached Full Sail in the past, but those buyers never passed the “first test.”

“If you want to drive the car, you have to pay for the car,” she said. “There have been a lot of people who approached us but we didn’t feel comfortable.”


Irene Firmat, Founder & CEO and Jamie Emmerson, Executive Brewmaster

Encore Consumer Capital, Firmat said, offered a “premium” value to Full Sail shareholders — which consists of 60 current employees (including Firmat and Emmerson), 18 ex-employees and a handful of outside shareholders.

“They (Encore) aren’t brewery chasers,” she said. “They aren’t jumping into this category because they think it is a ‘thing.’ They believe there is a huge potential with our brands and what they value about the company is what we value about ourselves.”

Those values included sustainability, a strong company culture,  product quality and a focused portfolio with limited SKUs, Firmat said.

“IPAs have been the driver of recent growth in the craft beer industry, but we believe future growth in craft will also be driven by sessionable beers that appeal to a broader consumer taste profile,” said Sellers. “We feel the Session brand will continue to be a leader of this trend.”

Firmat said she was most excited about the opportunity for employee owners to be included in decision process.

“We have had an emotional couple of days,” she said. “This makes a difference in their lives, getting this money. All this craft beer growth is exciting. Here we are, able to take that growth and fulfill a promise to people.”

According to The Oregonian, Full Sail originally finalized its ESOP in July 1999 after several original shareholders wanted to exit the company. When a deal with United Breweries Group — an India-based beer company and owner of brands like Mendocino and Kingfisher – fell through an hour before the deadline, Firmat and Emmerson managed to secure bank loans and establish the ESOP.

“We were out there for sale and the board had voted to make it a totally open auction process,” Firmat told Brewbound. “Everyone was looking at our books. Many of our distributors had lost faith in us. It was tough.”

Firmat added, “The ESOP, for us, was very much about the sense of responsibility to one another. The day the board finally approved it, everyone in the pub cheered. For us, this is the next step in that process. We are making a decision that gives real value and honors the promise we made back in 1999.”

Shareholder votes are due by 12:00 P.M. PST on Friday, March 6, Firmat said. Ultimately, however, the decision to sell will rest with Firmat and Emmerson, who are the only two trustees of the ESOP and could override a ‘no’ vote.

The transaction will likely be finalized this month, Sellers said.

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