Expands Burger King Acquisition Right of First Refusal, Adds Popeyes
Right of First Refusal
Company Pre-Releases Select 2018 Financial
Results
Investor Conference Call and Webcast Scheduled for 8:30 AM
ET Today
SYRACUSE, N.Y.--(BUSINESS WIRE)--Feb. 20, 2019--
Carrols Restaurant Group, Inc. (“Carrols” or the “Company”)
(Nasdaq:TAST), the largest Burger King franchisee in the U.S., today
announced that it has entered into a definitive Agreement and Plan of
Merger to acquire 166 Burger King® and 55 Popeyes® restaurants from
Cambridge Franchise Holdings, LLC (“Cambridge”) in 10 Southeastern and
Southern states. In addition to its strong restaurant portfolio in these
attractive geographies, Cambridge has an established track record of
developing both new Burger King and new Popeyes restaurants that the
Company believes will benefit Carrols’ stockholders and broaden its
capital allocation and growth opportunities.
The transaction will be structured as a tax-free merger. Cambridge,
which is controlled by Garnett Station Partners’ Managing Partners Matt
Perelman and Alex Sloane and owned by some large and highly respected
family office investors, will receive approximately 7.36 million shares
of Carrols common stock, and at closing will own approximately 16.6% of
Carrols’ outstanding common shares. Cambridge will also receive shares
of 9% PIK Series C Convertible Preferred Stock that will be convertible
into approximately 7.45 million shares of Carrols common stock at $13.50
per share (a 44% premium to the $9.35 closing share price on February
19, 2019). The conversion of the preferred stock received by Cambridge
will be subject to a vote of Carrols’ stockholders which will occur at
the Company’s 2019 Annual Meeting of Stockholders, and will
automatically convert into common stock upon stockholder approval of
such conversion. All shares issued to Cambridge are subject to a two
year restriction on sale or transfer subject to certain limited
exceptions. As part of the transaction, Cambridge will have the right to
designate up to two director nominees and Perelman and Sloane will join
the Carrols Board of Directors upon completion of the merger.
Including approximately $100 million of net debt assumed from Cambridge,
the transaction value of $238 million based on the Company’s February
19, 2019 closing share price, values Cambridge at approximately 5.0 to
5.5 times pro forma restaurant-level EBITDA (based on September 30, 2018
results, with pro forma adjustments for acquisitions completed in 2018
and the assumed sale-leaseback of approximately $25 million of fee owned
property). On a fully-diluted, as-if converted basis after giving effect
to both the conversion of the Cambridge and Burger King Corporation
(“BKC”) convertible preferred stocks to common stock, Cambridge would
hold an approximate 24% equity interest in the Company. There is no cash
consideration as part of the transaction.
Carrols expects to refinance the existing Cambridge debt assumed as part
of the transaction, along with the Company’s existing debt, through a
new senior secured credit facility providing for term loan and revolving
credit borrowings under a fully committed financing provided by Wells
Fargo Bank, National Association and arranged by Wells Fargo Securities,
LLC. The closing of the merger with Cambridge is not, however,
conditioned on financing. After giving effect to the transaction and the
refinancing, the Company expects that total debt will be under 3.0 times
Adjusted EBITDA, and believes that along with an expanded revolving
credit facility, it will have sufficient liquidity to fund its
investment and growth plans.
Under Carrols’ existing agreement with BKC, it is currently pre-approved
for expansion and holds assignment rights to BKC’s Right of First
Refusal (“ROFR”) in 20 states until it reaches 1,000 restaurants. In
conjunction with the merger, Carrols has entered into a new Area
Development and Remodeling Agreement with BKC (which will be effective
upon the closing of the transaction with Cambridge) that expands the
assignment of BKC’s ROFR for the acquisition of up to 500 additional
Burger King restaurants (excluding the Cambridge restaurants) and also
expands the Company’s ROFR territory to include most of Arkansas,
Louisiana, Mississippi, and Tennessee. The Company has agreed to
relinquish its right to BKC’s ROFR in certain states where it is not
currently expanding (Connecticut, Delaware, Massachusetts, New
Hampshire, New Jersey, New York, and West Virginia). As part of the
agreement with BKC, Carrols has also agreed to develop 200 new Burger
King restaurants over the next six years and to remodel or upgrade
certain of its restaurants (or restaurants to be acquired) to the Burger
King of Tomorrow image over the same period.
The acquisition and the new Area Development and Remodeling Agreement
with BKC will expand Carrols’ capital allocation alternatives and growth
opportunities to include: (i) Burger King acquisitions (expanded ROFR
cap permits acquisition of another 500 Burger King restaurants), (ii)
Burger King new restaurant development, (iii) Popeyes acquisitions
including a ROFR for Popeyes in Tennessee and Kentucky and (iv) Popeyes
new restaurant development.
“This is a transformational transaction for our Company,” said Dan
Accordino, Chairman and CEO of Carrols. “It further strengthens our
position in the Burger King system and provides us the opportunity to
continue executing our Burger King acquisition and expansion strategy.
Cambridge also brings a strong, growing second brand in Popeyes to
Carrols’ portfolio, and they have demonstrated strong returns on new
restaurant development in their geographies. We look forward to
partnering with them as we work to improve returns for our stockholders
through additional, diversified alternatives for future growth and
effective capital allocation.”
The Company believes that Cambridge will provide Carrols with a platform
and relationships to grow within the Popeyes brand. Cambridge has
already built a Popeyes business with 55 Popeyes restaurants in
Kentucky, Louisiana, Mississippi and Tennessee and has additional growth
opportunities through both acquisitions and new restaurant development.
As part of the transaction, the Company will assume Cambridge’s existing
Development Agreement with Popeyes, which provides for an acquisition
ROFR in Tennessee and Kentucky and the development of approximately 70
new Popeyes restaurants over the next six years.
Accordino added, “We are excited about the opportunity to grow with
Popeyes which is a strong brand. As a second, complementary brand to our
considerable Burger King holdings, it provides Carrols with another
avenue for growth including new restaurant development given Cambridge’s
development pipeline, and expansion through the opportunity to acquire
additional Popeye’s restaurants in the future. Adding Popeyes to our
restaurant portfolio also offers diversification to our commodities
exposure and geographic footprint.”
Matt Perelman, a Garnett Station Managing Partner, commented, “Carrols
has an incredible track record of operating Burger King restaurants over
more than four decades. We are excited to partner with the Carrols
management team and look forward to adding value to the combined company
as engaged board members focused on effective capital allocation and
continued growth.”
2018 Preliminary Financial Results
Carrols also pre-announced select preliminary financial results for the
fourth quarter and year ended December 30, 2018, which are subject to
completion of the Company’s year-end financial statements:
-
Restaurant sales increased 8.4% to $307.7 million in the fourth
quarter of 2018 from $284.0 million in the prior year quarter.
Restaurant sales for 2018 were $1.18 billion and increased 8.3% from
$1.09 billion in 2017;
-
Comparable restaurant sales for the fourth quarter increased 2.7%
compared to an 8.9% increase in the prior year quarter. For 2018,
comparable restaurant sales increased 3.8% compared to a 5.2% increase
in 2017;
-
Adjusted EBITDA (a non-GAAP measure) was $24.3 million compared to
$25.8 million in the fourth quarter of 2017, and $102.3 million for
2018 compared to $91.4 million in the prior year; and
-
The Company operated 849 Burger King restaurants on December 30, 2018
having acquired 44 restaurants, opening 8 new restaurants and closing
10 existing restaurants in 2018.
The Company will host a conference call to discuss its final 2018
financial results on February 27, 2019.
Conference Call
Daniel T. Accordino, Chief Executive Officer, and Paul R. Flanders,
Chief Financial Officer, will host a conference call to discuss the
Cambridge transaction today at 8:30 AM ET.
The conference call can be accessed live over the phone by dialing
877-705-6003. A replay will be available one hour after the call and can
be accessed by dialing 844-512-2921; the passcode is 13687967. The
replay will be available until Tuesday, February 26, 2019. Investors and
interested parties may listen to a webcast of this conference call by
visiting www.carrols.com
under the tab “Investor Relations”.
About Carrols Restaurant Group, Inc.
Carrols is the largest BURGER KING® franchisee in the United States with
849 restaurants as of December 30, 2018 and has operated BURGER KING®
restaurants since 1976. For more information on Carrols, please visit
the company's website at www.carrols.com.
About Cambridge Franchise Holdings
Cambridge Franchise Holdings was founded in 2014 when Matt Perelman and
Alex Sloane partnered with Ray Meeks to grow his 23-unit Burger King
business. Since 2014, Meeks, Perelman and Sloane have grown Cambridge to
include 166 Burger King and 55 Popeyes restaurants throughout the
Southeast. Cambridge is operated by President Neil Shah, CFO Chris
Taylor, CDO Joey Stewart, VP of IT Curtis Moore, VP of HR Tammy Owens,
VP of BK Operations Lisa Church, and VP of Popeyes Bobby Hoffman.
About Garnett Station Partners
Garnett Station Partners (“GSP”) is an investment firm focused on retail
and consumer companies. The firm aims to build and grow enduring
businesses. GSP was founded by Co-Managing Partners Alex Sloane and Matt
Perelman.
Forward-Looking Statements
Any statements in this communication about the Company’s beliefs, plans
or forecasts, including statements regarding the proposed transaction,
the expected timetable for completing the transaction, benefits and
synergies of the transaction and future opportunities for the combined
company, that are not historical facts are forward-looking statements.
Forward-looking statements, written, oral or otherwise made, represent
Carrols' expectation or belief concerning future events. Without
limiting the foregoing, these statements are often identified by the
words "may", "might", "believes", "thinks", "anticipates", "plans",
"expects", "intends" or similar expressions. In addition, expressions of
our strategies, intentions, plans or guidance are also forward-looking
statements. Such statements reflect management's current views with
respect to future events and are subject to risks and uncertainties,
both known and unknown. You are cautioned not to place undue reliance on
these forward-looking statements as there are important factors that
could cause actual results to differ materially from those in
forward-looking statements, many of which are beyond our control.
Investors are referred to the full discussion of risks and uncertainties
as included in Carrols' filings with the Securities and Exchange
Commission.
Additional Information Regarding the Merger
The transaction will be structured as a merger with New CFH, LLC (“New
CFH” is a subsidiary of Cambridge Franchise Holdings formed to effect
the merger). In connection with a reorganization of its holding company
structure and to complete the acquisition of New CFH, Carrols has formed
Carrols Holdco, Inc. (“New CRG”), and New CRG has formed GRC MergerSub,
Inc. and GRC MergerSub, LLC, which will merge with and into Carrols and
New CFH, respectively.
The Merger Agreement provides that at closing, GRC MergerSub, Inc. will
merge with and into Carrols with Carrols as the surviving entity (the
“Carrols Merger”). As a result of the Carrols Merger, Carrols will, by
operation of law, become a wholly owned subsidiary of New CRG. Upon
consummation of the Carrols Merger, New CRG will be the successor public
company to the Company and be renamed “Carrols Restaurant Group, Inc.”
with its shares registered on Nasdaq under the current Carrols trading
symbol “TAST”.
Each share of (i) Carrols common stock outstanding immediately prior to
the consummation of the Carrols Merger will be converted into one share
of New CRG common stock and (ii) Carrols Series B Convertible Preferred
Stock outstanding immediately prior to the consummation of the Carrols
Merger will be converted into one share of New CRG Series B Convertible
Preferred Stock. New CRG common stock will be listed on the NASDAQ
Global Market and will trade under Carrols’ current ticker symbol “TAST”.
Holders of Carrols common stock and holders of Carrols Series B
Preferred Stock immediately prior to the consummation of the Carrols
Merger will not be required to exchange their book entry shares or
certificates for book entry shares or certificates representing shares
of New CRG common stock or New CRG Series B Preferred Stock,
respectively. The book entry shares or certificates representing shares
of the respective class of stock will continue to represent an equal
number of shares of New CRG common stock or New CRG Series B Preferred
Stock, respectively.
Pursuant to the Merger Agreement, at the closing GRC MergerSub, LLC will
merge with and into New CFH with New CFH as the surviving entity (the
“Cambridge Merger” which, together with the Carrols Merger, the
“Mergers”). As a result of the Cambridge Merger, New CFH will become a
wholly-owned subsidiary of New CRG.
The Mergers will be tax-free for United States federal income tax
purposes to Carrols and its stockholders and to Cambridge.
In conjunction with the proposed transaction, New CRG intends to file a
registration statement on Form S-4 with the Securities and Exchange
Commission which will include a prospectus with respect to the
registration of shares of New CRG common stock to be issued to existing
holders of Carrols common stock in the proposed transaction under the
Securities Act of 1933.
Stockholder Approval Not Required
The Carrols Merger and the Cambridge Merger do not require the approval
of Carrols’ stockholders. Pursuant to the Merger Agreement, the removal
of a restriction on conversion of the Series C Convertible Preferred
Stock into common stock will be subject to obtaining the approval of New
CRG’s stockholders at its next annual meeting of stockholders to be held
after the closing of the Cambridge Merger or at subsequent meetings of
stockholders, if necessary, until the approval of New CRG’s stockholders
is obtained.
Conditions to Completion of the Mergers
The completion of the Mergers and the financing depends upon the
satisfaction or waiver of a number of customary conditions, including,
among other things:
-
The absence of any legal prohibition on completion of the transaction;
-
The expiration or termination of the relevant waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976;
-
The material accuracy, as of the closing, of the representations and
warranties made by the parties in the Merger Agreement and material
compliance by the parties with their respective obligations under the
Merger Agreement;
-
The effectiveness of the registration statement for the shares of New
CRG common stock to be exchanged with the existing holders of Carrols
common stock;
-
Nasdaq approval for listing of the shares of New CRG Common Stock
issuable to the existing equity owners of Carrols in connection with
the Cambridge Merger and the shares of New CRG common stock issuable
upon conversion of the Series C Convertible Preferred Stock; and
-
The absence of any change since the date of the Merger Agreement that
would reasonably be expected to have a material adverse effect,
subject to certain exceptions.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190220005300/en/
Source: Carrols Restaurant Group, Inc.
Investor Relations:
800-348-1074, ext. 3333
investorrelations@carrols.com