in accordance with the provisions of
California Corporations Code Section 25102(n)
MAGNOLIA BREWING COMPANY, LLC
a California limited liability company
is conducting a Private Offering of a
22% Preferred Membership Interest
in the form of 44 Units
at $50,000 per Unit
(Minimum Purchase 1 Unit)
for an aggregate offering price of $2,200,000
The offering funds shall be utilized for the purpose of (i) acquiring the assets and intellectual property of McLean Breweries, Inc. dba Magnolia Gastropub and Brewery at 1398 Haight Street, San Francisco, California, and for constructing, equipping and operating a commercial brewery operation and an adjacent full service “brewpub” style restaurant, to be located at 2345 Third Street, in San Francisco, California, to be known as Magnolia Brewery.
Holders of Preferred Membership Interests shall be entitled to two rounds of favorably disproportionate distributions of profits of the LLC of (i) 90% as a group until return of 100% of their investment, and thereafter (ii) a disproportionate distribution of profits of 70% as a group until return of an additional 50% of their investment. Upon completion of the two rounds of preferred returns, Holders of Preferred Membership Interests shall be entitled to distributions of profits of the LLC in accordance with each Member’s proportionate interest therein, up to 22% as a group.
PROSPECTIVE INVESTORS MAY BE RESIDENTS OF THE STATE OF CALIFORNIA OR OTHER STATES IN WHICH AN EXEMPTION IS AVAILABLE AND MUST MEET THE SUITABILITY STANDARDS OF SUB PARAGRAPH (A),(B),(C),(D) or (E) OF SECTION 25102(n)(2) OF THE CALIFORNIA CORPORATIONS CODE. Specifically, with respect to individual persons, this Offering is open to (i) “Accredited Investors” (as defined in Rule 501(a) of Regulation D of the 1933 Securities Act) domiciled in California and any other States that permit the general solicitation of Accredited Investors, to be determined by the Company on a case-by-case basis, or . Accordingly, individual investors (i.e., “natural persons”) must have (a) a net worth (or joint net worth with spouse) in excess of $1,000,000 (excluding the value of the investor’s primary residence) or (b) an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) for the two most recent preceding years and reasonably expected for the current year; “entity” investors must meet one of the other qualifications under Rule 501(a); or (ii) to “Qualified Purchasers” (as defined in 25102(n)(2)(E)) who have (i) a minimum net worth of two hundred fifty thousand dollars ($250,000), (exclusive of home, home furnishings, and automobiles) and had, during the immediately preceding tax year, gross income in excess of one hundred thousand dollars ($100,000) and reasonably expects gross income in excess of one hundred thousand dollars ($100,000) during the current tax year or (ii) has a minimum net worth of five hundred thousand dollars ($500,000) (exclusive of home, home furnishings, and automobiles). Other requirements will apply to non-individual investors such as business entities or trusts.
(i) No Money or other consideration is being solicited by means of this Announcement nor will money be accepted. An offer may be made only by means of a Confidential Private Placement Memorandum (“Memorandum”) which can be obtained by investors meeting the suitability requirements by inquiring as directed below.
(ii) An indication of interest made by a prospective purchaser shall involve no obligation or commitment of any kind.
(iii) No sales or Shares will be made, or commitment to purchase Shares accepted, until 5 business days after delivery to a prospective purchaser of the Memorandum and accompanying Subscription Agreement documents.
THIS GENERAL ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED ABOVE IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD NOT BE PERMITTED BY LAW.
For more complete information about Magnolia Brewing Company, LLC and Preferred Membership Interests in the LLC, fill out this questionnaire
or send for additional information from :
Magnolia Brewing Company, LLC
c/o Georgopoulos & Economidis, LLP
Attention: Zach Georgopoulos
235 Montgomery St., Ste. 600
San Francisco, California 94104
UPON RECEIPT OF YOUR INQUIRY YOU WILL BE SENT A NONDISCLOSURE AGREEMENT AND PROSPECTIVE INVESTOR QUESTIONNAIRE.