Nesting Dolls – New Private Equity Investment Adds Another Layer to Mikkeller’s Corporate Structure – Good Beer Hunting
According to a company audit, Mikkeller suffered a total loss of revenue of approximately $ 4 million between 2019 and 2020. The report states that last year’s losses were “primarily the result of COVID-19 restrictions, lockdown and the general uncertainty around the world, strongly affecting our retail sales as well as wholesaling to bars and restaurants on site.
Borsen reported that Mikkeller founder Mikkel Borg Bjergsø transferred part of the company’s ownership to Orkila following the most recent transaction. However, Mikkeller CEO Kenneth Madsen said via email that the transaction did not result in any change in current ownership or controlling interests. Madsen says the deal with Orkila is “a fundamental step in securing funding for 2022”.
Madsen declined Good Beer Hunting’s request for a phone interview and did not respond to specific questions about the transaction posed to him by email. Orkila Capital also did not respond to a request for an interview.
WHY IS IT IMPORTANT
What this multi-million dollar brew from Orkila means to Mikkeller – a global brewing company with dozens of locations around the world – is made less clear by the company’s ownership structure. In a 2018 analysis, Good Beer Hunting found that dozens of different companies had been formed over the years, each with varying degrees of ownership in different bars or businesses under the Mikkeller banner. This extensive network is likely necessary given the different owners of the company, the partnership structures and the many countries in which it operates. At the time, Bjergsø describe the number of companies he owns in the world is “over 25”.
The emphasis on experiential entertainment as well as alcohol companies creates potential synergies for Orkila if she can leverage both to serve each other. Orkila already has invested an undisclosed amount in Swedish beer company Omnipollo and its website states that it operates in the media, entertainment and consumer sectors with investments in event companies such as:
Ironman Group, producer of Ironman competitions
Bellator, a mixed martial arts promotions and tournaments company
Down the Drain, a Scandinavian independent music festival and promotion platform.
In the 2020 audit, Mikkeller management noted “a temporary slowdown in wholesale revenues overall” as the company evolves its distribution network into “longer-term sustainable business partnerships.” The company also relies on its annual Mikkeller Beer Celebration Copenhagen for its revenue and branding, an event that has come under serious pressure this year after dozens of breweries withdrawn from the Oktoberfest by invitation as opposed to the company’s handling of workplace complaints.
With its wholesale business in transition and on-site operations still in shock due to COVID, external partnerships with events such as those in which Orkila is already investing could provide a much needed source of financial income. Whether at a sports competition or a music festival, there is now an increased direct link, via Orkila, between events and beer.
The association with Mikkeller, however, has proven to be a handicap over the past year. The company faces intense public scrutiny for the damaging working conditions, and in November, his commercial partnership for a beer brand and a pair of collaborative breweries with 3 dissolved Floyds Brewing.
Orkilla’s increased investment, on the contrary, shows some confidence in the beer brand’s business prospects. However, venture capital is rarely a long-term investment, and Orkila may be just looking to bring Mikkeller back to profitability so that he can generate his return on his investment. Even after a scorching year for the Mikkeller brand, the two sides made it clear to hold on and found common ground to the tune of $ 6 million.
It is unusual in beer to reach a second investment stage between private equity and the brewery.
In 2015, Dogfish Head sold 15% to LNK Partners, then sold entirely to Boston Beer in 2019.
SweetWater sold an undisclosed minority stake to TSG Consumer Partners in 2014 before its sale to Aphria, Inc. (now Tilray, Inc.) in 2020.
Even Three Weavers came out of a deal with CANarchy Craft Brewery Collective before deepening their financial ties.
The uniqueness of Orkila and Mikkeller doubling their relationship stands out in this regard. But the records shed light on the connection between Orkila’s new investments and holdings and Mikkeller’s corporate structure. Here is what the Danish Trade Records Database indicates as of December 30, 2021:
There has been no change of owner for Mikkeller ApS, Mikkeller’s parent company, since March 2020, when Jesse Michael du Bey, Orkila’s managing partner, took a stake.
Mikkeller ApS is owned by Craft brewery holding ApS, a holding company which is itself legally owned by BJERGSØ HOLDING ApS. BJERGSØ HOLDING ApS lists its secondary objective as: “Leasing of intellectual and similar property rights, other than works protected by copyright”, an objective in accordance with the brand license and franchise type structure Mikkeller has set up its bars, bottle shops and breweries across the world.
BJERGSØ HOLDING ApS is where the changes of ownership related to Orkila occurred:
Records show that the Copenhagen-based company has a new partial owner as of December 17, 2021: Mikkeller InvestCo II LLC, which is registered at the same New York address as Orkila Capital.
According to these documents, US-based entities called Mikkeller InvestCo LLC and Mikkeller InvestCo Trust III (which also shares a New York address with Orkila Capital) are also partial owners. Collectively, they own 30-45% (some ownership shares are listed as percentage ranges) of BJERGSØ HOLDING ApS.
Mikkeller InvestCo LLC is registered at an address in Dover, Delaware that is not associated with Orkila Capital. (Delaware laws make it easier to incorporate businesses there. More than half of all U.S. publicly listed companies are incorporated in the state, making Delaware to LLCs what Las Vegas is to weddings.) The address in Dover, however, is associated with entities named in the Leak at sea investigation, a project of the International Consortium of Investigative Journalists, which subsequently published data revealed by the Panama Papers. While this association is not evidence of illegality or wrongdoing, it does testify to the complicated nature of Mikkeller’s ownership structure and Orkila’s investment.
This listing indicates that the address was linked to a company called Yili Carborundum USA Inc., which the Securities and Exchange Commission lists as owned by Master Silicon Carbide Industries, Inc., which is in the semiconductor industry and appears to have ceased trading in 2012.
Neither Mikkeller nor Orkila responded to requests for an interview, which is unclear how the Dover address became linked to both Mikkeller’s investors and offshore business activities.
Orkila, through Managing Partner Jesse du Bey, has also owned the Mikkeller Brewery in San Diego since 2020. This brewery is owned by Stella Polly, Inc., a company incorporated in Delaware on May 13, 2015 and registered on August 18, 2015. doing business in California. Danish records show that du Bey is a “beneficial owner” of Stellapolly ApS craft beer from March 2020. There, and in the files of over a dozen other holding companies related to Mikkeller’s bars and brasseries du Bey is registered as being based in Germany.
Multiple owners and subsidiaries are not an uncommon arrangement among global companies, but with du Bey and his company becoming more involved in Mikkeller’s operations, it expands the already vast network of people and businesses already in place when ‘it’s about running this business.
Such interdependent entities make it nearly impossible to say what Orkila’s cash injection means in terms of Mikkeller’s future direction and who decides the future of the business. One thing is clear: the investments that Orkila has made in Mikkeller are far from “a basic gesture”.