Winebow Holdings Inc. and The Vintner Group Inc. are merging and refinancing the existing debt of both companies, and funding approximately $126 million cash dividend to its respective financial sponsors. The company will be issuing $460 million of debt, including a $100 million asset-based loan (ABL) revolver. We are assigning The Winebow Group LLC (TWG) a 'B' corporate credit rating. We are assigning a 'B' issue rating to the first-lien debt with a '3' recovery rating, and a 'CCC+' issue rating to the second-lien debt with a '6' recovery rating. The outlook is stable, reflecting consistent US wine market dynamics and our expectation that the company's operating performance will remain relatively stable given government regulation providing insulation from current and