Current Report Filing (8-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 9, 2015

 

MENDOCINO BREWING COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

 

California

(State or Other Jurisdiction of Incorporation)

 

0-22524		68-0318293
(Commission File No.)		(IRS Employer Identification Number)

 

1601 Airport Road, Ukiah, California		95482
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 8.01 Other Events.

 

Engagement Letter with Gordian Group, LLC

 

On December 9, 2015, Mendocino Brewing Company, Inc. (the “Company”) engaged Gordian Group, LLC (“Gordian Group”) to serve as the Company’s exclusive investment banker to assist the Company in evaluating, exploring and, if deemed appropriate by the Company, pursuing and implementing certain strategic and financial options and transactions that may be available to the Company, including in connection with a possible debt or equity capital financing, merger, consolidation, joint venture or other business combination involving, or sale of substantially all or a material portion of the assets (outside of the ordinary course of business) or outstanding securities of, the Company and/or its subsidiaries, and/or the acquisition of substantially all or a material portion of the assets or outstanding securities of another entity (each, a “Financial Transaction”). Gordian Group is a New York-based independent investment banking firm. While the Company has commenced evaluating its available options, no conclusion as to any specific option or transaction has been reached, nor has any specific timetable been fixed for this effort, and there can be no assurance that any strategic or financial option or transaction will be presented, implemented or consummated.

 

Under the Company’s engagement letter with Gordian Group (the “Engagement Letter”), as compensation for the services provided by Gordian Group, the Company shall pay or cause to be paid to Gordian Group, the following nonrefundable fees: (i) in connection with the consummation of each Financial Transaction a fee, payable in cash concurrently with and as a condition to consummation of such Financial Transaction, of 3% of the aggregate consideration; plus (ii) in connection with the first Financial Transaction, warrants with a duration of 7 years, to be issued concurrently with and as a condition to consummation of such Financial Transaction, to purchase common shares of the Company at the per share price underlying such Financial Transaction (or the lowest such per share price if there is a sequence of related Financial Transactions), in an amount equal to 2% of the Company’s fully-diluted shares, after giving effect to the Financial Transaction. The engagement letter also includes standard indemnification and contribution protections for Gordian Group.

 

Press Release Regarding Gordian Group Engagement

 

On January 14, 2016, the Company issued a press release announcing its engagement with Gordian Group. A copy of the press release issued by the Company is filed herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release of Company dated January 14, 2016

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MENDOCINO BREWING COMPANY, INC.
	(Registrant)

 

Date: January 14, 2016	By:	/s/ Yashpal Singh
		Yashpal Singh
		President & Chief Executive Officer

 

 

 

Mendocino Hires Gordian for Strategic Additional Financing

 

Ukiah, California (January 14, 2016) – Mendocino Brewing Company, Inc. (“Mendocino”) (OTCQB: MENB), a leading international craft brewer, announced today it has retained Gordian Group, LLC, a leading independent investment banking firm, to raise additional financing for the Company.

 

Chairman Vijay Mallya said, “We are very interested in supporting our fine products with fresh outside capital. Our employees, customers, and suppliers deserve no less.”

 

He continued, “Our Board believes that sourcing additional capital is a key next step in increasing shareholder value, providing a strengthened balance sheet, planning for the long-term financial health of the enterprise, and to upgrade the facilities and fuel the growth of Mendocino, all in an effort to ensure our storied brand and quality products are enjoyed by the growing craft beer market for years to come.”

 

He concluded, “We are delighted to have retained Gordian Group, and their external solicitation process is commencing.”

 

About Mendocino

 

Originally founded as the Hopland Brewery in 1983 by homebrewers Michael Laybourn, Norman Franks, and John Scahill, Mendocino Brewing Company, Inc. became the first Brewpub in California since Prohibition and the second in the United States. From its origins brewing its iconic Red Tail Ale and selling it in 750ml champagne bottles, Mendocino has expanded over the past 30-plus years into an international operation that sells over 125,000 barrels of beer annually under multiple well-known and respected brand names. The Company’s rich heritage and established brands have enabled it to become a pioneer of the American Craft Beer Renaissance which has seen the number of craft breweries in the U.S. expand to over 4,000, of which Mendocino was one of the originals.

 

Mendocino operates brewing facilities in California and New York and has the rights to produce, market, and distribute Kingfisher, a popular international premium lager, in North American and European markets. In addition, its unique, dual-coast presence and extra brewing capacity allow the Company to engage in contract brewing arrangements, ensuring that a new generation of craft brewers can bring their beer to consumers. Mendocino’s common stock is traded on the OTCQB under the symbol MENB.

 

About Gordian Group

 

Founded in 1988, Gordian Group is an investment bank recognized as a national leader in helping its clients address complex situations, and has completed about 300 engagements on behalf of companies, boards of directors, and shareholders (including entrepreneurs and private equity firms), as well as state and federal agencies.

 

Interested parties should contact Gordian Group, LLC, care of Liam D. Ahearn at [phone] ext. 115 or [e-mail] or Peter S. Kaufman at [phone] ext. 110 or [e-mail] — www.gordiangroup.com for more information.

 

Forward-Looking Statements

 

This news release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may contain statements that do not relate strictly to historical or current facts. Forward-looking statements include statements with respect to Mendocino’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond Mendocino’s control, and which may cause Mendocino’s actual results, performance or achievements to be materially different from future results, performance, expectations or achievements expressed or implied by such forward-looking statements. Factors that could cause such material difference are discussed in more detail in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. All statements other than statements of historical fact are statements that could be forward-looking statements. Mendocino assumes no obligation to update the information contained in this news release.

 

SOURCE Mendocino Brewing Company, Inc.