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Its trucks have been rolling through the streets of San Francisco since the end of Prohibition distributing beer to local restaurants and stores. But after seven decades, Golden Brands Beverage Distributors is changing hands. The owners, three brothers in their 60s, recently sold the family business to DBI Beverage Distributors of La Vergne, Tenn., for an undisclosed sum. It was an emotional transaction, said Barry Reder, a partner at Coblentz, Patch, Duffy & Bass who represented Golden Brands. “They were selling their father’s company,” he said. “I actually saw tears in their eyes. They had grown this company terrifically and now were turning it over to someone else.” Ted Molakides, one of the sellers, said his father and his father’s two brothers founded Golden Brands in 1933. The company, on Jerrold Avenue off of Cesar Chavez, has annual sales of $70 million, distributing beer and other beverages for 28 suppliers, he said. Its portfolio includes Miller, Heineken, Corona, Coors and Anchor Steam beer, Calistoga water and the Red Bull energy drink. There is only one other local beer distributor, Matagrano Inc. of South San Francisco. Since suppliers give distributors exclusive rights to distribute their products in a specific geographic region, Reder said, one of the complexities of the deal was getting consent from all the suppliers. Also, as a condition of the deal, DBI Beverage Distributors agreed to keep Golden Brands’ 150 employees. The most significant employee issue had to do with the Teamsters pension fund, Reder said. A pension fund’s ability to fund its obligations depends on how well its investments do. If they perform poorly, employers have to pay more into the fund. The employer’s liability lasts for five years after the business is sold, Reder said. DBI — for David B. Ingram — is an affiliate of Ingram Entertainment Holdings Inc., which is the leading national distributor of videocassettes, DVDs, audio books and other home entertainment products. Reder was assisted in the deal by Coblentz partners Todd Brody, Danna Kozerski, Jeffry Bernstein, Nate Garhart, Stephen Lanctot, Paul Tauber and Ann Johnston. Reder said investment banker Mike Mazzoni, of Lexington, Ky., was a key player in the deal. Mazzoni, who helped find a buyer, was also involved in negotiations and in satisfying the closing conditions. “I’ve never waxed rhapsodic about an investment banker,” Reder said. But Mazzoni “is strategic and tactical and knows everybody and has an encyclopedic memory of beer wholesaler transactions in the country.” DBI was represented by Ingram Entertainment Holdings General Counsel John Fletcher. — Brenda Sandburg GOING PUBLIC IN JAPAN Pillsbury Winthrop lawyers just completed what they describe as the first Japanese IPO by an American company that was not dual-listed in the United States. The San Diego-based biotech MediciNova Inc. raised $107.7 million on the Osaka Securities Exchange’s Hercules Market earlier this month. The opening price of 405 yen was slightly higher than the expected price of 400 yen. San Diego partner David Snyder incorporated MediciNova after it was founded in September 2000 as a research subsidiary of Japanese pharmaceutical company Tanabe Seiyaku Co. Ltd. Snyder, who is vice chair of Pillsbury, had done work with Tanabe and its American research arm, Tanabe Research Laboratories, for more than 20 years. MediciNova is working on treatments for a wide range of complaints, including premature labor, anxiety, solid tumors, interstitial cystitis and asthma, multiple sclerosis and urinary incontinence. The Pillsbury lawyers say going public in Japan made sense only in part because of the firm’s Japanese connections. “In the recent past, the Japanese markets had been receptive to similarly situated biotech companies,” says Babak “Bo” Yaghmaie, a partner in the New York office. “We raised a good amount of cash at very good valuations.” Snyder predicted more biotech and high-tech companies will be going public in Japan this year. In fact, Lior Nuchi, a partner in Pillsbury’s Palo Alto office, is working on taking a different U.S. company public in Japan. MediciNova has an effective registration statement in the United States, says Snyder, but the company didn’t market the offering here. The deal also required the expertise of Pillsbury’s lawyers in Japan and Silicon Valley. Partner C. Brian Wainwright, a Palo Alto tax lawyer at the firm for more than 30 years, worked on the deal. “My role was to explain to prospective non-U.S. investors, principally Japanese, how they and the return from their investment would be impacted by U.S. tax laws,” said Wainwright. Palo Alto partner Cindy Schlaefer handled employee benefits issues. San Diego corporate associates James Basta and Jennifer Jett were also on the team. Underwriter Daiwa Securities was represented by Simpson Thacher & Bartlett. — Marie-Anne Hogarth

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