High Profile Amador County Winery Information Memorandum

High Profile Amador County Winery Information Memorandum

Disclosure This Information Memorandum is based upon information supplied by Charles Spinetta Winery, LLC ( Owner ). This Memorandum is furnished through Maher Advisors, Inc. ( MA ), as the Owner s exclusive advisor, solely for the use by prospective buyers in considering an acquisition of the winery site property at 12557 Steiner Road (the Property ). This Memorandum has been duly approved and delivered by the Owner, the memorandum issuer. This document contains selected information provided by management to assist the recipient in making an initial decision to proceed with further investigation. Maher Advisors and the Owner expressly disclaim any and all liability for representations and warranties, expressed or implied, contained in this document or for omission from it. An acquisition of the Property should be based on further investigation. In connection with a transaction with the Owner, the Owner's sole responsibility with respect to the matters described herein shall be as set forth in the final executed agreement with the Owner containing the terms of such transaction. This Memorandum may not be distributed, reproduced or used without the express consent of MA nor used for any other purposes other than the evaluation of the Property. MA, on Owner s behalf, reserves the right to negotiate with one or more potential parties at any time and enter into a definitive agreement for a transaction involving the Owner without prior notice to you or other potential investors or purchasers. Requests for additional information If, after reviewing this Memorandum, a prospective purchaser wishes to complete a further review of the Property; such interest should be communicated to MA. Under no circumstances should any contact be made directly with Owner regarding the Property. All communications and inquires shall be directed to the following: The Premier M&A Advisor to the Global Wine Industry Maher Advisors, Inc. 1101 Vintage Avenue St. Helena, CA 94574 Tel: (707) 963-8266 Fax: (707) 963-1280 Sean P. Maher Principal sean@maheradvisors.com Direct: (707) 963-8452 Mobile: (707) 484-4604 Rodney J. Clark Principal rclark@maheradvisors.com Direct: (707) 963-8282 Direct: (415) 606-0081 Ian P. Malone Senior Vice President imalone@maheradvisors.com Direct: (707) 531-7642 Mobile: (415) 215-5350 Allison Hackett Associate allison@maheradvisors.com Direct: (707) 963-8266 Mobile: (707) 738-0274 2

A Turn-Key, Fully-Permitted Winery in the Heart of Amador County Ideally located on Steiner Road in the Shenandoah Valley AVA of Amador County, the property presents a rare opportunity to acquire a turn-key winery property in a high tourism corridor Offering Price: $5,800,000 (plus inventories) Address: 12557 Steiner Rd, Plymouth, CA 95669 APN: 014-020-039-000 Total Acres: 28.94 Vineyard Acres: 11.70 Varietals Planted: Zinfandel and Barbera Water: Newly installed well (~ 30 GPM) Septic System: Installed/permitted with grease trap Zoning: AG - Williamson Elevation: 1,550 1,600 feet Appellation: Amador County Sub-Appellation: Shenandoah Valley Soils: Sierra coarse sandy loam Buildings: Tasting (5,800 sf) Winery (5,000 sf) Production (4,600 sf) 3

Key Investment Highlights Location: High profile location on Steiner Road in Amador County Permit: Amador County Winery Ordinance does not limit production, plus it allows several large events & weddings and unlimited smaller events. Commercial Kitchen Profit Center: The winery holds a unique commercial kitchen permit - very few wineries in Amador County hold this permit Public Tours/Tastings & Retail Sales: Ideal location to drive direct-to-consumer sales and wine club membership (currently the tasting room alone sells over 2,000 cases annually) Extensive Mailing List: Over 6,000 repeat customers on the mailing list Ideal Opportunity for a New or Existing Brand: Seller does not plan to sell brand Vineyards: Approximately 11.70 net vine acres of Barbera and Zinfandel vines on resistant rootstock Grape Supply: Seller owns nearby vineyard parcels that can provide additional grapes Large Shaded Picnic Grounds: Can accommodate up to 500 people for events or weddings Well Designed Production Facility: Can easily process 700 tons per season Bulk Wine: 12,000 gallons of bulk wine available for purchase separately Prominent Neighbors: Neighboring wineries and vineyards include - Renwood, Amador Foothill, Bella Grace, Deaver Vineyards, Driven, Dillian, Shenandoah Vineyards, and Dobra Zemlja Private Secondary Tasting Bar: Tasting room includes a secluded granite top tasting bar for selective clientele to taste special wines 4

High Profile Tasting Room Location The winery site is located in a scenic corridor with a number of high profile wineries in the immediate neighborhood. Together, they attract a critical mass of wine tourist traffic. The Property 5

Amador Appellation Overview Amador County is situated in the western foothills of the Sierra Nevada mountain range in central California, approximately 50 miles east of Sacramento. The county s 40 plus wineries grow more than 2,700 acres of grapes and produce some of the best Zinfandels in America. Amador's production of intensely flavored red wines can be attributed to its high percentage of old vines. About 600 acres of the county s vines are at least 60-years old. Some of the Zinfandel vineyards in this county are more than 125 years old, including the original Grandpère vineyard, planted with Zinfandel before 1869 and believed to be the oldest Zinfandel vineyard in America. Amador County is where European winemaking found a home in the late 19th century. Part of what has come to be known as the Mother Lode, Amador County was settled by immigrants, mostly of Mediterranean decent, who sought a golden future and brought their viticultural traditions to the iron rich soils of the area. After the prosperous wine industry was shut down by Prohibition early in the 20th century, the county remained dormant until the 60 s when a young Sutter Home winemaker rediscovered the spicy, bold Zinfandel grape which was abundant in the area and returned the name Amador to a label again. The success of this wine, as well as the ripe Cabernets and Chardonnays that would follow, has made the region nationally recognized. As diverse as the wine grape varieties planted, so are the conditions in which they are grown. Amador's vineyards range from an elevation of 250 feet in the western foothills to 2900 feet in the east. Summer daytime temperatures range from the eighties to nineties degrees, while nighttime temperatures dip into the fifties and sixties due to breezes from the Sacramento Delta and the Sierra Nevada mountains. Such a diurnal temperature shift is good for the grapes because the sunshine produces high acids and high sugar content while the temperature drop stabilizes the acid balance in the fruit. Annual rainfall in the county as a whole averages 30 to 35 inches, while vineyards at the lowest elevation average about 19 inches. Another factor that differentiates the grapes in Amador County is the soils, from alluvial to decomposed granites, fertile to not-so-fertile, level to steep, and fine to coarse-textured. Amador County's diverse growing conditions have been acknowledged by the designation of one appellation of origin - Amador County, and two American Viticultural Areas (AVA's) - the Shenandoah Valley of California AVA and the Fiddletown AVA. 6

Shenandoah Valley Sub-Appellation Overview Amador County s two major sub-appellations are Shenandoah Valley and Fiddletown, both in the northern part of the county near the small town of Plymouth. Stylistically, zinfandels from the Shenandoah Valley tend to be fuller, riper and earthier with a characteristic dusty, dark berry fruit character, hints of cedar, anise and clove spice, and scents of raisin and chocolate. By comparison, zinfandels from the Fiddletown appellation, a smaller, higherelevation region east of Shenandoah Valley, tend to be lower in ph and display a fruitier, more cherry-like fruit tone. The most important grape varietal in the region is Zinfandel. In the 1970s, Sutter Home Winery began bottling varietal Zinfandel wines made from Shenandoah Valley grapes, and in 1983 the region became a designated AVA. During he 1960 s and 1970 s most of the Shenandoah Valley s grapes were sold to jug wine producers. And although a significant proportion of Shenandoah Valley grapes are still sold to non-resident wineries, the Shenandoah Valley s Zinfandel routinely receives excellent reviews and ratings. There are approximately 25 wineries in the Shenandoah Valley, nearly all of which are open for tasting without an appointment. Shenandoah Valley AVA Representative Shenandoah Valley Producers The Shenandoah Valley is the westernmost and, therefore, the least elevated and warmest region within the Sierra Foothills. The high temperatures result in very ripe fruit and full-bodied, high alcohol wines. 7

Vineyards & Inventory Vineyard Yields & Block Map The estate vineyards were established in 1990 Estimated production at maturity is about 40 to 50 tons annually Actual Actual Actual Actual Varietal Acres Rootstock 2010 2011 2012 2013 Barbera 4.5 St. George 8 11 9 10 Zinfandel 7.2 St. George 19 13 23 19 Total 11.7 27 24 32 29 Bulk Wine Inventory Varietal Vintage Gallons Barbera 2012 660 Petite Sirah 2012 780 Zinfandel 2013 10,540 Total 11,980 (Figures subject to change) 8

Equipment All equipment was purchased new between 1994 2012 Equipment Description Quantity Purchase Date Crusher & Destemmer w/ Hopper CMA-Lugana 3R (15 tons/hr) 1 2000 Grape Press Defranceschi membrane press model MO-55 (18 ton) 1 1997 (new membrane 2009) Stainless Steel Tanks Glycol, dimple jacket (44,500 gallons total) 17 Non-jacketed (45,850 gallons total) 7 Portable tanks (4,000 gallons total) 8 Pumps Vintech wine pumps (all digital) 3" flexible impeller pumps 5 1994, 1999, 2001 1 1/2" diaphragm pump 1 1996 Guth RA-45 pump 1 1996 2" flexible impeller pumps 1 1997 1 1/2" omac lobe pump 1 1997 Red dog pump 1 1998 3" positive displacement pump 1 2010 Filters Della Toffola Universal 40 x 40 filter with crossover 1 1994 Della Toffola EXP diatomaceous earth filter 1 1997 (rebuilt 2012) Spadoni Alfa Magic 50 x 50 lees filter with 40 plates 1 2006 (new pads 2009) Ozonator McClain Ozone, Inc. Model BII 1 2002 (rebuilt 2008) Stainless Steel Fittings All tri-clover: tank vents, ball valves, couplings, spinners, etc. Hoses All tri-clover: all double banded, lots of hoses Forklift Caterpillar 50 (model GP 25) with bin rotator 1 1999 Refrigeration Refrigeration technology glycol chiller (15 ton) 1 1994 (serviced annually) Barrels and racks Barrels (American oak, air dried two years) 62 Barrel racks 60 Fermenting Bins Portable one ton fermenting bins with lids (total capacity 13 tons) 13 Pump over devices Westec pump over devices 6 9

Stainless Steel Cooperage Tank # Gallons Manufacturer Description S-1 524 Santa Rosa SS stainless steel, glycol, dimple jacket S-2 3,774 Santa Rosa SS stainless steel, glycol, dimple jacket S-3 3,038 Santa Rosa SS stainless steel, glycol, dimple jacket S-4 1,620 Santa Rosa SS stainless steel, glycol, dimple jacket S-5 1,620 Santa Rosa SS stainless steel, glycol, dimple jacket S-6 1,620 Santa Rosa SS stainless steel, glycol, dimple jacket S-7 1,620 Santa Rosa SS stainless steel, glycol, dimple jacket S-8 2,591 Santa Rosa SS stainless steel, glycol, dimple jacket S-9 1,154 Santa Rosa SS stainless steel, glycol, dimple jacket S-10 1,154 Santa Rosa SS stainless steel, glycol, dimple jacket S-11 1,154 Santa Rosa SS stainless steel, glycol, dimple jacket S-12 3,102 Santa Rosa SS stainless steel, glycol, dimple jacket S-13 3,102 Santa Rosa SS stainless steel, glycol, dimple jacket S-14 3,102 Santa Rosa SS stainless steel, glycol, dimple jacket S-15 3,102 Santa Rosa SS stainless steel, glycol, dimple jacket S-16 6,549 Santa Rosa SS stainless steel, non-jacketed S-17 6,549 Santa Rosa SS stainless steel, non-jacketed S-18 6,549 Santa Rosa SS stainless steel, non-jacketed S-19 6,549 Santa Rosa SS stainless steel, non-jacketed S-20 6,549 Santa Rosa SS stainless steel, non-jacketed S-21 6,549 Santa Rosa SS stainless steel, non-jacketed S-22 6,549 Santa Rosa SS stainless steel, non-jacketed S-23 6,087 Santa Rosa SS stainless steel, non-jacketed S-24 6,087 Santa Rosa SS stainless steel, non-jacketed Portables 4,000 Santa Rosa SS (8-500 gal) TOTAL 94,294 10

Tank Map 11

Amador County Winery Ordinance The Amador County Winery Ordinance allows the following activities: Public Wine tastings: Unlimited visitors per day Public Winery tours: Unlimited visitors per day Wholesale and retail sales of wine and agricultural products Commercial Kitchen: Food preparation facility for catering on-premises and off-premises indoor or outdoor functions Picnic area(s) for winery-related activities Social gatherings or weddings for up to and including four hundred fifty (450) persons and including twelve (12) events per year Indoor or outdoor amplified music until 10 p.m. Art galleries with sales and framing At your request Maher Advisors will provide a copy of the Winery Ordinance 12

Property Photos 13

Parcel Map 14

Survey Map 15

Maher Advisors Contact Information The Premier M&A Advisor to the Global Wine Industry Sean P. Maher Principal (707) 484-4604 sean@maheradvisors.com Rodney J. Clark Principal (707) 501-8164 rclark@maheradvisors.com Dick Maher Founder (707) 815-4551 dick@maherwine.com Dianne Maher Partner (707) 484-4231 dianne@maherwine.com Allison S. Hackett Associate (707) 738-0274 allison@maheradvisors.com For Further Information Contact: Sean P. Maher Principal (707) 484-4604 sean@maheradvisors.com www.maheradvisors.com 16