(Amendment No. )*
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the Notes).
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 2 of 13
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1. NAME OF REPORTING PERSON:
Consilium Investment
Management, LLC
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2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
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3. SEC USE ONLY
|
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4. SOURCE OF FUNDS
N/A
|
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5. CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER OF
SHARES
|
7.
SOLE
VOTING POWER
21,229,876
1
|
|
BENEFICIALLY
OWNED BY
|
8.
SHARED VOTING POWER
0
|
|
EACH REPORTING
PERSON
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9.
SOLE
DISPOSITIVE POWER
21,229,876
1
|
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WITH
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10.
SHARED
DISPOSITIVE POWER
0
|
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11.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
21,229,876
1
|
|
12.
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
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13.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
67.1%
2
|
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14.
TYPE OF REPORTING PERSON
IA
|
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(1)
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Includes warrants to purchase an aggregate of 4,600,000 shares of Common Stock that vest over a four-year period. See Items
4 and 5.
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(2)
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Based on 27,055,891 shares of Common Stock issued and outstanding as of June 9, 2014 plus 4,600,000 shares of Common Stock
underlying warrants exercisable for shares of Common Stock.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 3 of 13
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1. NAME OF REPORTING PERSON:
Consilium Investment
Partners, LLC
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2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
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7.
SOLE
VOTING POWER
2,500,000
1
|
|
BENEFICIALLY
OWNED BY
|
8.
SHARED
VOTING POWER
0
|
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EACH REPORTING
PERSON
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9.
SOLE
DISPOSITIVE POWER
2,500,000
1
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WITH
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10.
SHARED
DISPOSITIVE POWER
0
|
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11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,500,000
1
|
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12. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.5%
2
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14.
TYPE OF REPORTING PERSON
OO
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(1)
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Represents a warrant to purchase 2,500,000 shares of Common Stock that vests over a four-year period. See Items 4 and
5.
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(2)
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Based on 27,055,891 shares of Common Stock issued and outstanding as of June 9, 2014 plus 2,500,000 shares of Common Stock
underlying a warrant exercisable for shares of Common Stock.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 4 of 13
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1. NAME OF REPORTING PERSON:
CCRF-Panache, LLC
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2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
SOLE
VOTING POWER
16,629,876
|
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BENEFICIALLY
OWNED BY
|
8.
SHARED
VOTING POWER
0
|
|
EACH REPORTING
PERSON
|
9.
SOLE
DISPOSITIVE POWER
16,629,876
|
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WITH
|
10.
SHARED
DISPOSITIVE POWER
0
|
|
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
16,629,876
|
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12. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
61.5%
1
|
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14.
TYPE OF REPORTING PERSON
OO
|
|
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(1)
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Based on 27,055,891 shares of Common Stock issued and outstanding as of June 9, 2014.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 5 of 13
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1. NAME OF REPORTING PERSON:
Charles T. Cassel III
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2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, N/A
|
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5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
|
7.
SOLE
VOTING POWER
120,000
|
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BENEFICIALLY
OWNED BY
|
8.
SHARED
VOTING POWER
23,729,876
1
|
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EACH REPORTING
PERSON
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9.
SOLE
DISPOSITIVE POWER
120,000
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WITH
|
10.
SHARED
DISPOSITIVE POWER
23,729,876
1
|
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11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
23,849,876
1
|
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12. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
69.8%
2
|
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14.
TYPE OF REPORTING PERSON
IN
|
|
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(1)
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Includes warrants to purchase an aggregate of 7,100,000 shares of Common Stock that vest over a four-year period. See Items
4 and 5.
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(2)
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Based on 27,055,891 shares of Common Stock issued and outstanding as of June 9, 2014 plus 7,100,000 shares of Common Stock
underlying warrants exercisable for shares of Common Stock.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 6 of 13
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1. NAME OF REPORTING PERSON:
Jonathan Binder
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2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
3. SEC USE ONLY
|
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4. SOURCE OF FUNDS
N/A
|
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
|
7.
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
8.
SHARED
VOTING POWER
23,729,876
1
|
|
EACH REPORTING
PERSON
|
9.
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
10.
SHARED
DISPOSITIVE POWER
23,729,876
1
|
|
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
23,729,876
1
|
|
12. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
69.5%
2
|
|
14.
TYPE OF REPORTING PERSON
IN
|
|
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(1)
|
Includes warrants to purchase an aggregate of 7,100,000 shares of Common Stock that vest over a four-year period. See Items
4 and 5.
|
|
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(2)
|
Based on 27,055,891 shares of Common Stock issued and outstanding as of June 9, 2014 plus 7,100,000 shares of Common Stock
underlying warrants exercisable for shares of Common Stock.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 7 of 13
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item
1. security and issuer
T
his Schedule
13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”),
of Panache Beverage, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are
located at 150 Fifth Avenue, New York, NY 10010.
Item
2. identity and background
This Schedule 13D is filed by:
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·
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Consilium Investment Management, LLC, a Florida limited liability company (“Consilium”), with respect to the securities
beneficially owned by it, including by virtue of its position as investment adviser to CCRF (as defined below);
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·
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Consilium Investment Partners, LLC, a Florida limited liability company (“CIP”), with respect to the securities
beneficially owned by it;
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·
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CCRF-Panache, LLC, a Delaware limited liability company (“CCRF”), with respect to the securities beneficially owned
by it;
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·
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Charles T. Cassel III, with respect to the securities beneficially owned by him, including as managing director of Consilium
and of CIP; and
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·
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Jonathan Binder, with respect to the securities beneficially owned by him as a managing director of Consilium and of CIP.
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Consilium, CIP, CCRF, Mr. Cassel and Mr. Binder are sometimes
referred to collectively in this Schedule 13D as the “Reporting Persons.”
The principal business address of each of the Reporting Persons
is c/o 3101 N. Federal Highway, Suite 502, Ft. Lauderdale, FL 33306. The principal business of Consilium is serving as a registered
investment adviser that provides investment advisory services to clients, including CCRF. CIP is a private investment company,
and CCRF is a holding company and does not conduct business. The principal business of Messrs. Cassel and Binder is serving as
managing directors of Consilium. Messrs. Cassel and Binder are citizens of the United States of America.
During the last five years, none of the Reporting Persons has
(i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 8 of 13
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Item
3. source and amount of funds or other consideration
The securities of the Company as to which
this Schedule 13D relates were acquired in connection with the transactions described in Item 4.
ITEM
4. PURPOSE OF TRANSACTION
Restructuring.
On June 11, 2014, the
Company, certain of its subsidiaries and former officers entered into a restructuring agreement (the
“Restructuring Agreement”) with Consilium Corporate Recovery Master Fund, Ltd. (the “Lender”), as
further described in the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2014. The Company, its
affiliates and subsidiaries had entered into previous loan transactions with Lender, dated December 21, 2012 and May 9, 2013,
respectively, as amended to date (collectively, the “Previous Loans”). The Previous Loans were secured by certain
stock pledge agreements entered into with James Dale, Agata Podedworny, and Sjoerd de Jong, principal stockholders of the
Company and former officers and directors of the Company (the “Shareholders”), who pledged an aggregate of
17,900,000 shares of the Company’s common stock as collateral. In connection with the Restructuring Agreement and in
consideration for the Lender agreeing to cancel approximately $1,164,000 owed as principal under the Previous Loans, the
Shareholders agreed to transfer an aggregate of 16,629,876 shares of the Company’s common stock held by such
Shareholders to CCRF-Panache, LLC as the Lender’s designated assignee. In addition, as additional consideration for
entering into the transactions associated with the Restructuring Agreement, CIP was issued a warrant to purchase 2,500,000
shares of Common Stock, exercisable at $0.15 per share, vesting over a two-year period in equal installments every 6 months
(beginning on December 11, 2014)(the “CIP Warrant”). To effectuate the foregoing stock transfers, the Lender and
the Company entered into stock transfer agreements with each of the Shareholders (collectively, the “Stock
Transfer Agreements”).
The foregoing description of the Stock Transfer Agreements
and CIP Warrant is qualified in its entirety by reference to the full text of the Stock Transfer Agreements and CIP Warrant,
copies of which were filed as Exhibits 10.3, 10.4, 10.5 and 10.13, respectively, to the Company’s Current Report on
Form 8-K, filed with the SEC on June 16, 2014, and are hereby incorporated herein by reference.
Financial Advisor Agreement.
Consilium and the Company
are party to an amended and restated financial advisor agreement (the “Financial Advisor Agreement”) pursuant to which
Consilium agreed to provide, and has been providing to the Company, advisory and consulting services in relation
to the operations of the Company, including with respect to strategic planning and financial oversight, and in connection with
any acquisitions or divestitures by the Company or its subsidiaries. As compensation for its services, Consilium received (i) a
warrant to purchase 2,760,000 shares of Common Stock at an exercise price of $0.50 per share, vesting over a four-year period in
equal installments every 6 months (beginning on June 21, 2013) and (ii) a warrant to purchase 1,840,000 shares of Common Stock
at an exercise price of $0.50 per share, vesting over a four-year period in equal installments every 6 months (beginning on August
14, 2013) (together, the “Consilium Warrants”). The Consilium Warrants also include a beneficial ownership limitation
provision whereby, to the extent that exercise of the Consilium Warrants would result in a holder, together with its affiliates,
beneficially owning or controlling in the aggregate more than 4.99% of the outstanding shares of the Company’s Common Stock
immediately after giving effect to the exercise of the Consilium Warrants, the holder is restricted by the Company from such exercise
which would result in excess of the beneficial ownership limitation.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 9 of 13
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The foregoing description of the Financial Advisor
Agreement and the Consilium Warrants is qualified in its entirety by reference to the full text of the Financial
Advisor Agreement and the Consilium Warrants, copies of which were filed as Exhibits 10.11, 10.13 and 10.17, respectively, to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on April 10, 2014,
and are hereby incorporated herein by reference.
Other than as described in this Item 4, no Reporting Person
has any present plan or proposal that would relate to, or result in, any of the matters specified in clauses (a) through (j) of
Item 4 to Schedule 13D. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending
on various factors, including the Company’s financial position and strategy, the price levels of the Common Stock, conditions
in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions
with respect to their investment in the Company as they deem appropriate including continuing to engaging in communications with
management and the Board of Directors of the Company, making proposals to the Company concerning changes to the capitalization,
ownership structure, board structure (including board composition) or operations of the Company, or changing their intention with
respect to any and all matters referred to in Item 4.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate percentage
of securities reported by each person named in this Schedule 13D is based on 27,055,891 shares of Common Stock outstanding as of
June 9, 2014, as reported on the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with
the SEC on June 10, 2014, and if applicable, the number of warrants to purchase Common Stock held by such person are also included
in the calculation on as-if exercised basis.
Consilium:
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(a)
|
Consilium (i) beneficially owns 4,600,000 shares of Common Stock issuable upon exercise of the Consilium
Warrants and (ii) as investment adviser to CCRF, it has the power to dispose, direct the disposition of, and vote the shares of
the Company held by CCRF and accordingly, may be deemed to beneficially own the 16,629,876 shares of Common Stock directly and
beneficially owned by CCRF.
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Percentage:
Approximately 67.1%
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(b)
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Sole power to vote or direct vote: 21,229,876
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 21,229,876
Shared power to dispose or direct the disposition: 0
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(c)
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Consilium has not entered into any transactions in the Common Stock in the past 60 days, other than
as described above in Item 4.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 10 of 13
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CCRF:
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(a)
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CCRF directly owns 16,629,876 shares of Common Stock.
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Percentage: Approximately
61.5%
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(b)
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Sole power to vote or direct vote: 16,629,876
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 16,629,876
Shared power to dispose or direct the disposition: 0
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(c)
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CCRF has not entered into any transactions in the Common Stock in the past 60 days, other than as
described above in Item 4.
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CIP:
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(a)
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CIP beneficially owns 2,500,000 shares of Common Stock issuable upon exercise of the CIP Warrant.
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Percentage: Approximately
8.5%
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(b)
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Sole power to vote or direct vote: 2,500,000
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 2,500,000
Shared power to dispose or direct the disposition: 0
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(c)
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CIP has not entered into any transactions in the Common Stock in the past 60 days, other than as described
above in Item 4.
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Charles T. Cassel III:
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(a)
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Mr. Cassel (i) as an individual, beneficially owns 120,000 shares of Common Stock (ii) as managing
director of Consilium, the investment adviser to CCRF, may be deemed to beneficially own the 16,629,876 shares of Common Stock
directly and beneficially owned by CCRF and the 4,600,000 shares of Common Stock issuable upon exercise of the Consilium Warrants
and (iii) as a managing director of CIP, may be deemed to beneficially own the 2,500,000 shares of Common Stock issuable upon exercise
of the CIP Warrant.
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Percentage:
Approximately 69.8%
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(b)
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Sole power to vote or direct vote: 120,000
Shared power to vote or direct vote: 23,729,876
Sole power to dispose or direct the disposition: 120,000
Shared power to dispose or direct the disposition: 23,729,876
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(c)
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Mr. Cassel has not entered into any transactions in the Common Stock in the past 60 days, other
than the transactions involving CIP and Consilium as described above in Item 4.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 11 of 13
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Jonathan Binder:
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(a)
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Mr. Binder (i) as managing director of Consilium, the investment adviser to CCRF, may be deemed to
beneficially own the 16,629,876 shares of Common Stock directly and beneficially owned by CCRF and the 4,600,000 shares of Common
Stock issuable upon exercise of the Consilium Warrants and (ii) as a managing director of CIP, may be deemed to beneficially own
the 2,500,000 shares of Common Stock issuable upon exercise of the CIP Warrant.
|
Percentage:
Approximately 69.5%
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(b)
|
Sole power to vote or direct vote: 0
Shared power to vote or direct vote: 23,729,876
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 23,729,876
|
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(c)
|
Mr. Binder has not entered into any transactions in the Common Stock in the past 60 days, other
than the transactions involving CIP and Consilium as described above in Item 4.
|
Consilium acts as investment adviser to, and makes investment
decisions on behalf of, CCRF. As a result, Consilium may be deemed to beneficially own the securities held by CCRF. Messrs. Cassel
and Binder are the managing directors of Consilium and, accordingly, may be deemed to beneficially own the securities held by Consilium
and CCRF. Messrs. Cassel and Binder are also the sole managing directors of CIP and, accordingly, may be deemed to beneficially
own the securities held by CIP. Each of Messrs. Cassel and Binder disclaim beneficial ownership of the shares of Common Stock held
by CCRF, CIP and Consilium, except to the extent of his respective pecuniary interest therein.
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(d)
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No person other
than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the Common Stock
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I
tem
6.
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contracts,
arrangements, understandings or relationships with respect to the securities of the issuer
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The Reporting Persons have
entered into a Joint Filing Agreement, a copy of which is attached as an exhibit to this Schedule 13D and is incorporated herein
by reference. Other than as otherwise described herein, no contracts, arrangements, understandings or similar relationships (legal
or otherwise) exist with respect to the securities of the Company among any of the Reporting Persons and any person or entity.
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CUSIP No. 698105 103
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SCHEDULE 13D
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Page 12 of 13
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ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Description
|
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Exhibit 1
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Stock Transfer Agreement, dated June 11, 2014, by and among Company, James Dale and Lender, filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on June 16, 2014 and incorporated herein by reference.
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Exhibit 2
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Stock Transfer Agreement, dated June 11, 2014, by and among Company, Agata Podedworny and Lender, filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on June 16, 2014 and incorporated herein by reference.
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Exhibit 3
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Stock Transfer Agreement, dated June 11, 2014, by and among Company, Sjoerd de Jong and Lender, filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the Company on June 16, 2014 and incorporated herein by reference.
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Exhibit 4
|
Warrant Agreement, dated June 11, 2014, by and between the Company and Consilium Investment Management LLC, filed as Exhibit 10.13 to the Current Report on Form 8-K filed by the Company on June 16, 2014 and incorporated herein by reference.
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Exhibit 5
|
Amended and Restated Financial Advisor Agreement between Consilium Investment Management LLC and Panache Beverage, Inc., made as of May 15, 2013, effective as of November 28, 2012, filed as Exhibit 10.11 to the Annual Report on Form 10-K filed by the Company on April 10, 2014 and incorporated herein by reference.
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Exhibit 6
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC, dated as of May 15, 2013, effective as of December 21, 2012, filed as Exhibit 10.13 to the Annual Report on Form 10-K filed by the Company on April 10, 2014 and incorporated herein by reference.
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Exhibit 7
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC, dated as of May 15, 2013, effective as of February 14, 2013, filed as Exhibit 10.17 to the Annual Report on Form 10-K filed by the Company on April 10, 2014 and incorporated herein by reference
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Exhibit 8
|
Joint Filing Agreement, dated June 20, 2014.
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CUSIP No. 698105 103
|
SCHEDULE 13D
|
Page 13 of 13
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 20, 2014
Consilium
Investment ManagemenT, LLC
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
CONSILIUM INVESTMENT PARTNERS, LLC
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
CCRF-PANACHE, LLC
By: Consilium Investment Management, LLC,
Authorized Person
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
/s/ Charles T. Cassel III
Charles T. Cassel III
/s/ Jonathan Binder
Jonathan Binder
EXHIBIT 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on
Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share,
of Panache Beverage, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: June 20, 2014
Consilium
Investment ManagemenT, LLC
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
CONSILIUM INVESTMENT PARTNERS, LLC
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
CCRF-PANACHE, LLC
By: Consilium Investment Management, LLC,
Authorized Person
By:
/s/ Charles T. Cassel III
Name: Charles T. Cassel III
Title: Managing Director
/s/ Charles T. Cassel III
Charles T. Cassel III
/s/ Jonathan Binder
Jonathan Binder