In December 2024, 10 years after championing an ESOP to preserve Harpoon Brewery’s independence and shared-ownership culture, CEO and cofounder Dan Kenary faced the possibility of unwinding it. The craft-beer market had changed dramatically: Category growth had slowed, competition had intensified, COVID-19 had damaged on-premise sales, ready-to-drink beverages and seltzers had shifted consumer demand, and inflation had pressured margins. Harpoon’s leveraged employee stock ownership plan (ESOP), originally funded with roughly $60 million of debt, had left the company vulnerable as business performance deteriorated.

The case places students in Kenary’s position as he considers a proposed 50-50 merger with Finestkind Brewing LLC, owner of Smuttynose, Wachusett, and Five Boroughs. The deal would create Barrel One Beer Collective, preserve operations in a consolidating New England craft-beer market, and potentially improve the combined company’s financial position. But the transaction required painful concessions: terminating the ESOP, eliminating the value of Mass. Bay Brewing Company common stock, converting subordinated debt to Newco equity, wiping out preferred stock, contributing new capital, and communicating to nearly 400 ESOP participants that their employee-ownership stakes had become effectively worthless. Students must assess whether the merger is a pragmatic path to survival or a surrender of the very ownership legacy Harpoon sought to protect. They evaluate Harpoon’s declining volumes and EBITDA, the economics of the proposed merger, the treatment of employees and other stakeholders, the fiduciary and communication challenges of terminating an ESOP, and the strategic alternatives available to a highly leveraged company in a contracting market.

The case is appropriate for courses in corporate restructuring, mergers and acquisitions, entrepreneurial finance, stakeholder management, crisis leadership, corporate governance, and communication under distress.