Even among shareholders, a group of insiders in a conference room can self-deal to keep all the money for themselves and screw common stockholders who had no representation in that room.
I used to love the idea of crowdfunding but then I watched a bunch of people buy worthless common stock and get hosed over and over.
As for Brewdog itself, there’s a lesson in VC mindset there as well I think. Everything doesn’t have to grow to be massive. You can stay a sustainable size if you want to. But alas the temptation to keep expanding is always too strong, and often leads to flameouts like this.
With that context, it seems notable that the booze company in question here was purchased by a "beverage and medical cannabis" corp.
In 2017 a US equity firm TSG Consumer Partners acquired a 22% stake in Brewdog. But unlike the Equity for Punks' "ordinary" shareholders, TSG was given "preference shares". That meant that if Brewdog was sold, TSG was first in the queue to get back its investment plus any return owed, possibly leaving little or nothing for small investors.
It seems the preference shares weren't just 1x liquidation preferences. The 'plus any return owed' was 18% per year if, as I imagine, those shares are the 'C Preferred Shares' described in Brewdog's Companies House filing on 7 Jun 2017. ("Statement of capital following an allotment of shares on 6 April 2017"): 5 Statement of capital (prescribed particulars of rights attached to shares)
Class of share
Preferred C Shares
Prescribed particulars
Amount") shall be applied as follows:
1. an amount shall be distributed among the holders of the Preferred 'C' Ordinary Shares which shall be the greater of:
a) the Deemed Acquired Price of all Preferred 'C' Ordinary Shares together with, in respect of each Preferred 'C' Ordinary Share an amount equal to 18 per cent of the Deemed Acquired Price per year (based on a 365 day year) accruing daily and compounding annually from the date of issue up to and including the date of the return of capital; and
b) such amount of the Distribution Amount as would be applied to the holders of the Preferred 'C' Ordinary Shares if they ranked pari passu with 'A' Ordinary Shares and 'B' Ordinary Shares; and
2. any balance of the Distribution Amount following the application of the amount referred to in (1) above shall be applied to the holders of the 'A' Ordinary Shares and the 'B' Ordinary Shares (in accordance with the terms of the Articles of Association), provided that in the instance that Article 6.2.1(a) applies, the Warrant Shares shall have nil value for the purposes of Article 6.2.2.
Any return on Preferred 'C' Shares shall be made amongst their holders pro rata as nearly as possible to their respective holdings of Shares of that class.
This may seem like a lot, but it's a common structure for private equity deals, and we have no way of knowing whether that's the best deal that Brewdog's management could have struck at the time.Is the UK about to see public demand for investment reform?
We could use reform in the US lately. I'm not seeing many experienced people who believe in startup equity anymore, nor who are aligned with the success of the company. (Except for founders and VCs.)
And the BBC seems torn between lambasting a corporation for screwing the little guys...and admitting that the whole works was a hopeless money-loser, with a mountain of debt.
Brewdog had a loss of 37m GBP last October, and went into something similar to Chapter11(?), american company bought the remains and saved what had any value left.
So not really "evil company buys good company and fires everyone" IMHO.
edit: useless at spelling...
But don’t let my biological logic stand in the way of cultural madness - if a coherent society in your view requires a poison in order to facilitate then that society is probably not worth keeping going