Shed by Muto — Business Acquisition Proposal

The opportunity

Acquire, rebrand, trade.

The Melbourne hospitality market is experiencing a period of softness in early 2026. Well-regarded venues are trading at compressed valuations or electing to exit. This creates a rare window to acquire an established business — fitout, licence, lease, and customer base intact — at a fraction of the cost of a greenfield build.

Rather than negotiating a lease from scratch, applying for a new liquor licence, and funding a full fitout, Shed by Muto acquires an existing venue and begins trading from settlement day. The brand changes. The wine changes. The energy changes. Almost nothing else does.

Fitout cost saved

$80–150K

Versus a greenfield warehouse conversion with new bar, kitchen, bathrooms, and flooring

Time to trading

Day 1

Settlement to open, versus 4–6 months for a standing-start fitout and licence application

Licence pathway

Transfer

Both target venues hold existing licences — no new application, no 3–6 month wait, no uncertainty

Target venues

Two strong candidates.

Both are currently listed for sale, both align with the Muto brand, both are under 50 capacity — the compliance sweet spot. The question is one of location versus brand alignment.

Option A — Primary

Uncle Joe's

325 Lygon Street, Brunswick East VIC 3057

StripOn Lygon Street

Rent$816/wk incl. GST
~$39,000 pa — exceptional for strip location

FitoutBooths, bar stools, intimate nooks, U-shaped rear booth, covered courtyard, walk-in cool room

Wine focusNatural wines + cocktails + spirits

CapacityUnder 50 patrons Ideal

FollowingEstablished Lygon St local reputation, Broadsheet coverage

Pivot requiredCocktail-forward to wine-forward; spirits to be phased to Muto-led list

The case for Uncle Joe's Being on Lygon Street itself — not 150m off it — is a material advantage that cannot be recreated at any price. The $39K annual rent is extraordinary for a licensed strip venue with an existing fitout and courtyard. This is the lower-risk, higher-foot-traffic option.

Option B — Brand Alignment

Glou

310 Smith Street, Collingwood VIC 3066

StripSmith St, Collingwood

RentTBC — Smith Street premium corridor
Higher than Uncle Joe's but confirmed hospitality strip

FitoutLight, airy, minimal — high ceilings, white walls, timber tasting bar, outdoor deck

Wine focusMinimal intervention only — 16 wines on tap, sustainable keg model

CapacityUnder 50 patrons Ideal

Following7,874 Instagram followers — active, engaged, directly aligned wine community

Pivot requiredKeg/refill-only model to evolve into full cellar door; add food programme

The case for Glou Structurally almost identical to what Muto is building — sustainable, minimal-intervention, producer-direct. The existing community of nearly 8,000 followers maps almost perfectly onto Muto's audience and would transfer directly to the new brand.

The concept

A place for everyone.

Shed by Muto is not a wine bar for wine people. It is a community space — warm, inclusive, zero pretension, genuinely affordable. Think about how you look after guests in your own home: you pour them a good glass, you feed them well, you make them feel at ease. That, extended to a venue.

Muto pours as the house and anchor wine. A rotating selection of guest producers — fellow natural and minimal-intervention winemakers — keeps the list dynamic and gives people a reason to come back. The food is simple, seasonal, and aggressively well-priced.

Business structure

A standalone company. Protected assets.

The venue operates as a new proprietary limited company — entirely separate from Muto Wines Partnership, which continues the wholesale business and production at Tallarook. The Pty Ltd takes the lease, holds the licence, and carries the operational risk, keeping Muto's $1.1M in assets fully protected.

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New Pty Ltd

A fresh company, incorporated before any offer is made. Takes on the business acquisition, lease assignment, and licence transfer. Issues shares to founding directors and investors from day one.

Limits personal liability if the venue struggles

Can issue shares to directors and investors

Directors work for equity during establishment phase

Governed by a shareholders agreement

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Muto Wines Partnership

Continues to operate the wholesale business and winery at Tallarook, entirely independently. Supplies wine to the venue company at a fixed intercompany wholesale price — margin flows back to the venue and ultimately to shareholders.

$1.1M in business assets fully protected

Continues 70+ wholesale account relationships

Key supplier to the venue — not the operator

May hold a minority equity stake (subject to tax advice)

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Shareholders Agreement

Drafted before any capital is committed. Sets out equity splits, director roles, decision-making rights, dividend policy, and exit provisions for all shareholders.

Equity allocated on capital contribution or sweat equity

Director remuneration deferred or reduced during ramp-up

Clear exit and buy-out provisions

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Professional Team Required

Three engagements needed before any offer is made:

Hospitality accountant — structure, transfer pricing, tax

Commercial lawyer — shareholders agreement, sale contract, lease assignment

Liquor licensing consultant — licence transfer pathway in Victoria

Funding plan

$120,000 total raise. Split equally.

ANZ has indicated it will co-fund up to 50% of a well-structured startup business plan. Directors and investors contribute the matching 50% in exchange for equity. No single party carries the full risk.

ANZ Startup Finance

$60,000

50% of total raise via ANZ startup business lending. Supported by a detailed business plan, interactive financial model, and the strong security position of Muto Wines Partnership ($1.28M total security). Repayment structured to maintain healthy cash flow during ramp-up.

Director & Investor Equity

$60,000

50% contributed by founding directors and aligned investors in exchange for equity in the new Pty Ltd. Directors may contribute sweat equity (reduced or deferred salary) in addition to or instead of cash. Equity splits formalised in the shareholders agreement before incorporation.

Use of Funds	Amount
Business acquisition — purchase price	$80,000–$100,000
Working capital — first 3 months	$10,000–$15,000
Rebranding — signage, menus, collateral	$3,000–$5,000
Initial Muto wine stock transfer	$2,000–$5,000
Legal fees — shareholders agreement, lease	$3,000–$5,000
Contingency	$5,000
Total raise	$120,000

The $20,000 buffer above acquisition price covers the establishment period while revenue builds. Any surplus becomes working capital reserve.

Revenue scenarios

What the numbers look like.

Owner-operated break-even

patrons per week covers all fixed costs with no staff wages

Weekly revenue$2,590

Fixed costs only$2,590

Net profit$0

Conservative — early stage

120

patrons per week — one strong Friday/Saturday covers the week

Weekly revenue$4,680

All costs$3,800

Annual net~$46K

Steady state — 6–12 months

220

patrons per week — realistic for an established neighbourhood venue

Weekly revenue$8,590

All costs$4,820

Annual net~$196K

Strong — 12–24 months

300

patrons per week — top-quartile performance for a 50-seat venue

Weekly revenue$11,710

All costs$5,600

Annual net~$317K

All scenarios modelled on Uncle Joe's rent of $742/wk ex-GST. Wine CoGS 4.7%, food CoGS 28%, avg wine spend $25.03/patron, avg food spend $14/patron. → Interactive model available at model.muto.wine

The Muto advantage

Wine at cost. Sold at retail.

What makes this proposal commercially distinct from any other hospitality acquisition is the wine supply relationship. Muto doesn't buy wine at wholesale and sell it at a margin — Muto produces it. At $2.50 per litre production cost, a 150ml glass costs $0.375 to pour and sells at $10. That's a 4.7% cost of goods — compared to 28–35% for any competitor purchasing wine at wholesale price.

Wine cost of goods comparison

Shed by Muto (own production)

4.7%

Industry average (buying at wholesale)

28–35%

~32%

Annual margin advantage
$60–90K
At steady-state 220 patrons/week, the CoGS advantage versus a venue buying wine at wholesale is approximately $60,000–$90,000 per year — flowing directly to the bottom line.

Trade credibility

70+ accounts

Blackhearts & Sparrows (12–14 VIC stores), Nicks Wine Merchants, Cutler & Co and Builders Arms Hotel (Trader House / Andrew McConnell) have all validated the Muto brand. That transfers to the venue on day one.

YTD wholesale revenue

~$220K

June 2025 to March 2026. Fully independent of the venue — this income stream continues regardless of how the venue performs, providing a financial safety net throughout the establishment phase.

Total business assets

$1.1M+

Bottled stock (25,354 bottles), 2026 vintage in tank ($653K wholesale), equipment, forklift, and electric van. Combined with $176K residential equity — total security of $1.28M against a $60K loan request.

Next steps

How we get from here to open.

Engage a hospitality-specialist accountant

Structure the new Pty Ltd, set intercompany wine transfer pricing, and confirm the shareholder structure and tax treatment. This comes before everything else.

Inspect both target venues and request vendor financials

Uncle Joe's at 325 Lygon St and Glou at 310 Smith St. Review the last 2 years of trading figures, lease terms, and licence conditions before committing to either.

Finalise the director and investor group

Confirm capital commitments and equity splits. Engage a commercial lawyer to draft the shareholders agreement before any capital changes hands.

Incorporate the new Pty Ltd

The company must exist before any formal offer is made. ASIC registration, ABN, TFN, and opening bank account in the company name.

Submit ANZ startup finance application

Supported by this business plan, the interactive financial model at model.muto.wine, and the Muto Wines security position. Request: $60,000 (50% of total raise).

Engage liquor licensing consultant

Confirm the licence transfer pathway for the preferred venue. In Victoria, a change of licensee requires a formal application — this runs concurrently with the business sale process.

Make a formal offer on the preferred venue

Target acquisition price $80,000–$90,000. Current market conditions favour buyers — both venues have been listed for a period and sellers are motivated. Offer subject to finance, due diligence, and licence transfer approval.

Settle, rebrand, open

New signage, new menus, Muto stock on tap. Invite the existing customer base to the rebrand launch. Trade from day one.