“The sale of the Carlton Winemakers’ Studio would not have happened without the professionalism and far reaching contacts of the team at Metis. We had quietly attempted to sell the business over some time, but it was not until we engaged Metis that there was true potential to do so.  CWS is a very unique place in the wine industry of Oregon and we never imagined we could find a buyer who would celebrate and appreciate the concept in the same way we had.  From start to finish (and throughout a pandemic) Metis created materials, contacted potential buyers, negotiated the details and assisted in the eventual due diligence to create a happy outcome for both parties.  We could not be more appreciative.  We highly recommend anyone looking to sell or purchase in the NW wine business to contact the Metis team.”

Luisa Ponzi

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CLIENT

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The Carlton Winemakers Studio is a 27,000-case winery production facility located in downtown Carlton, Oregon and the first Alternating Proprietorship winery in the state. Built on the vision of Eric Hamacher, who lobbied the Oregon Legislature in the late 1990s to pass laws legalizing Alternating Proprietorships, The Studio opened its doors in 2002.  The Studio created a place where winemakers could remain independent, but work collaboratively under one roof sharing equipment, staffing, and expertise. Founded and owned by Eric Hamacher, Luisa Ponzi, and Ned and Kirsten Lumpkin, The Studio is the first wine making facility in the US to be registered and built following the US Green Building Council’s LEED construction code. The Studio also has a sleek, modern onsite tasting room where visitors can taste a variety of different wines made by the Studio’s tenant and founder wineries.

 

The Studio has been the incubator of many prominent Oregon wineries including Penner-Ash, Ayoub, Brittan, Soter, 00, Resonance, Lavinea, among others.

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CHALLENGE

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After building and nurturing The Studio’s development and growth for over 20 years, the founders were ready to explore a transition to new ownership. It was important to them that the next owner shared their vision for The Studio and would continue its existing business model. 

 

Given the unique nature of the business, with many tenant wineries working under one roof, confidentiality was even more essential and more challenging than a typical winery sale.

 

While The Studio has proven to be a high performing, stable business, finding a buyer interested in maintaining the business model was a unique challenge.  The non-traditional nature of this winery business precluded those buyers looking for either a dedicated winery facility or wine brand.  METIS needed to find a buyer who had both the interest and expertise to be in the wine business, but who wanted a business built on supporting other winemakers rather than building their own wine brand.

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PROCESS

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METIS’ knowledge of parties interested in investing in Northwest wine assets proved invaluable, and they were able to develop a diverse pool of prospective buyers comprised of both regional and national strategic operators, financial entities, family offices, and entrepreneurs who would be interested to continue and build upon the founder’s vision of The Studio.

 

Discussing The Studio with prospective buyers prior to signing an NDA was a challenge, as any specific information about the business would potentially reveal its identity.  To meet the imperative of discretion and confidentiality, this diverse but focused list of prospective buyers were approached individually and thoroughly vetted before offering an NDA and providing any materials.  Only then, and after signing an NDA, were interested parties invited to visit the facility, with visits conducted outside of normal business hours.

 

At the top of the prospective Buyer List was the Hampton family who own Hampton Lumber, Fennwood Vineyard, and Tall Tree Vineyard.

 

Hampton Lumber is a 4th generation family-owned timber products company with a focus on sustainability under the stewardship of David, Elizabeth and Jamey Hampton.  METIS had worked with Hampton to explore several other opportunities over the past four years and knew the family was looking to expand their involvement in the wine industry and purchase a winemaking facility.   

 

METIS discretely approached the Hamptons about the Carlton Winemakers Studio opportunity under an NDA. After touring the property with the METIS team, Hampton’s President was intrigued and soon scheduled a return visit with the Hampton Family. An offer that appropriately valued The Studio’s past and future potential soon followed and a Letter of Intent was signed.

 

METIS managed a thorough Due Diligence process, ensuring inspections were timely and requested information was provided quickly. METIS negotiated all aspects of the transaction and worked closely with the attorneys on both sides to ensure a cooperative effort towards the drafting of the definitive agreement. As a result, the Diligence process went very smoothly, and the transaction closed exactly on schedule.

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OUTCOME

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Eric, Luisa, Ned, and Kirsten are pleased that the Studio’s next chapter is in the hands of a community focused, sustainability oriented Pacific Northwest family company.

 

The Lumpkins are also pleased to be able to continue production of the Lazy River Vineyard wines at the Studio.

 

Hampton Lumber is retaining The Studio management and employee team.  All tenant winery arrangements are being maintained while they seek additional opportunities to further expand the services and capabilities The Studio can offer.