Dear
This is an incredibly difficult letter to write.
Many of you who participated in the SPV were not traditional investors. You were friends, family members, loyal customers, longtime supporters, and people who believed deeply in what Voodoo Brewing Company represented. Some of you supported us because of personal relationships. Others believed in the vision, the culture, the community, and the idea that an independent brewery from Western Pennsylvania could grow into something truly special.
No matter the reason, we want to begin by sincerely thanking you for the trust, encouragement, and support you gave us over the years. We have never taken that lightly.
Over time, the craft brewing industry changed dramatically. Like many independent breweries across the country, Voodoo Brewing Company faced significant challenges, including shifts in consumer behavior, rising operating costs, tightening capital markets, increased competition, industry contraction, and a number of internal and external headwinds that ultimately placed substantial pressure on the business.
Throughout this process, we worked tirelessly to find solutions that could preserve the company, protect the brand, support employees and franchise partners, and create the best possible outcome under increasingly difficult circumstances. We explored numerous alternatives and genuinely did everything we could to avoid arriving at this point.
Unfortunately, despite those efforts, Voodoo Brewing Company has entered into a transaction involving the sale of substantially all of its operating assets to a new ownership entity.
We understand that this news may come as a surprise to many of you, and we felt it was important to communicate with honesty and transparency once the transaction reached a point where formal notice was appropriate.
Under the structure of the transaction, the acquiring entity will not be assuming, converting, or replacing the existing SPV ownership interests with ownership or equity in the new company.
That said, the new ownership group is expected to make a significant financial investment into stabilizing and strengthening operations moving forward. While the existing SPV interests themselves are not being rolled into equity ownership in the acquiring entity, there has been discussion and general intent expressed that, once certain obligations, startup costs, and initial investments associated with the transition have been satisfied, there may be opportunities in the future for SPV participants to share in potential profit participation or other forms of economic upside.
At this stage, however, no formal structure, timeline, or guarantee currently exists regarding any future participation, and we believe it is important to communicate conservatively and responsibly rather than create expectations that may or may not materialize. Should anything formal develop in the future, it would be communicated at that time.
As a result:
SPV participants will not receive shares, membership interests, Class B equity, or other ownership securities in the acquiring entity.
The existing SPV ownership interests are not expected to retain realizable value following the completion of the transaction.
Participants should generally consider their investment in the SPV to have resulted in a loss for financial and personal planning purposes.
While everyone’s circumstances are different and we cannot provide tax or legal advice, you may wish to consult with your personal financial or tax advisor regarding how this investment loss may apply to your situation.
We know these words are painful, particularly because so many of you supported us out of loyalty, belief, and personal connection rather than purely financial motivation. Please know this outcome was never taken lightly, and it is deeply disappointing for all involved.
We recognize many of you may still have questions, and while there may be limits to what we are able to share as this process continues, we will communicate any material updates or required information as appropriate. While we are deeply saddened that we were ultimately unable to keep the business in its current state alive, we humbly and sincerely appreciate the support, loyalty, patience, trust, and understanding so many of you have shown throughout the years and during this difficult transition.
Regardless of the outcome, your support helped build something meaningful. Together, we created a brand, a culture, and a community that reached far beyond what anyone originally imagined. That impact is real, and we remain sincerely grateful for the role each of you played in that journey.
Humbly yours,
Matthew Rachocki
Chairman of the Board
Voodoo Brewing Co., Inc.