Bojangles’, Inc. (Bojangles’, the “Company”) (NASDAQ: BOJA) today
announced that it has entered into a definitive agreement to be
acquired by Durational Capital Management LP and The Jordan
Company, L.P. Under the terms of the agreement, Durational Capital
Management LP and The Jordan Company, L.P. will acquire the Company
in an all cash transaction. Bojangles’ stockholders will receive
$16.10 per share, representing a 39% premium to the closing share
price of February 12, 2018, a day prior to initial speculation
regarding a potential transaction involving Bojangles' and a
premium of approximately 30% to the 90-day volume weighted average
price ending on February 12, 2018. The offer represents a 15%
premium to the closing share price of September 27, 2018, a day
prior to a published report that Bojangles’ is exploring strategic
alternatives.
Transaction DetailsThe
acquisition, which has been unanimously approved by Bojangles’
Board of Directors, is subject to stockholder approval and other
customary closing conditions. Concurrently with the execution of
the acquisition agreement, Bojangles' majority stockholder executed
a customary voting agreement whereby it agreed (among other things)
to vote its shares in favor of the acquisition. The
transaction is expected to be completed in the first quarter of
fiscal year 2019. Upon closing of the transaction, Bojangles’ will
continue to be operated as an independent, privately-held company
and will remain based in Charlotte, N.C.
Statements by Randy Kibler and William
Kussell, Bojangles’“For the Bojangles’ family of
employees, franchisees, and our customers, today’s announcement
represents an exciting next phase for this great brand. The new
ownership group is committed to maintaining the qualities of this
brand that have sustained it for over four decades,” said Randy
Kibler, Bojangles’ Interim President and CEO.
“In consultation with our outside advisors, the
Board of Directors has been evaluating several strategic
alternatives over the last several months. We are confident that
this agreement offers a promising opportunity to realize the
highest value for our stockholders while providing a strong path
forward for the Bojangles’® brand, its employees, franchisees, and
loyal customers,” said William A. Kussell, Director and
Non-Executive Chairman of Bojangles’.
Statements by Durational Capital
Management and The Jordan Company“Bojangles’ is an iconic
brand with an authentic Southern heritage and a deeply loyal
following,” said Eric Sobotka, Managing Partner at Durational
Capital Management. “We have admired the brand and its high quality
and craveable food for years, and we look forward to partnering
closely with the employees and franchisees to drive its future
growth and continued success.”
“Bojangles’ has a differentiated offering, a
talented team of employees and dedicated franchisees that are
committed to their businesses and their communities,” said Ian
Arons, Partner at The Jordan Company. “We are excited to invest in
a company with such great growth potential, and we believe that
with our and our partners’ support, Bojangles’ will be
well-positioned for long-term success.”
AdvisorsBofA Merrill Lynch
acted as financial advisor and Shearman & Sterling LLP acted as
legal counsel to Bojangles’ and its Board of Directors. Houlihan
Lokey also acted as financial advisor to Bojangles’ and its Board
of Directors.
Citigroup Global Markets Inc. served as
financial advisor to the consortium and, together with KKR Capital
Markets LLC, provided fully committed financing in support of the
transaction. Akin, Gump, Strauss & Feld LLP, Kirkland &
Ellis LLP, and Seyfarth Shaw LLP acted as legal counsel in
connection with the transaction.
Cancellation of Third Fiscal Quarter
2018 Conference CallBojangles’ also announced that it will
no longer hold its previously scheduled third fiscal quarter 2018
conference call and webcast on Thursday, November 8, 2018 at 5:00
p.m. Eastern Time.
The Company will still issue an earnings press
release with third fiscal quarter 2018 financial results after the
market close on Thursday, November 8, 2018, and will file its
quarterly report on Securities and Exchange Commission (SEC) Form
10-Q on or before November 9, 2018.
About Bojangles’,
Inc.Bojangles’, Inc. is a highly differentiated and
growing restaurant operator and franchisor dedicated to serving
customers high-quality, craveable food made from our Southern
recipes, including breakfast served All Day, Every Day. Founded in
1977 in Charlotte, N.C., Bojangles’® serves menu items such as
made-from-scratch biscuit breakfast sandwiches, delicious
hand-breaded bone-in chicken, flavorful fixin’s (sides) and
Legendary Iced Tea®. At July 1, 2018, Bojangles’ had 766
system-wide restaurants, of which 325 were company-operated and 441
were franchised restaurants, primarily located in the Southeastern
United States. For more information, visit www.bojangles.com or
follow Bojangles’ on Facebook, Instagram and Twitter.
About Durational Capital Management
LPBased in New York, Durational Capital Management LP is
an investment firm that invests in high quality consumer
companies. Durational approaches its investments with a
strategic mindset and focuses on driving long-term value creation
through partnership with top tier management teams and actively
supporting management to drive operational improvements. The firm
was founded in 2017, and its investment professionals have
extensive experience investing in the consumer sector. For more
information, visit: www.durational.com.
About The Jordan Company,
L.P.The Jordan Company, founded in 1982, is a
middle-market private equity firm that has managed funds with
original capital commitments in excess of $11 billion since 1987
and a 36-year track record of investing in and contributing to the
growth of many businesses across a wide range of industries
including Industrials, Transportation & Logistics, Healthcare,
Consumer, and Telecom, Technology & Utility. The senior
investment team has been investing together for over 20 years and
it is supported by the Operations Management Group, which was
established in 1988 to initiate and support operational
improvements in portfolio companies. Headquartered in New York, TJC
also has an office in Chicago. For more information, visit:
www.thejordancompany.com.
Forward-Looking StatementsThis
communication contains “forward-looking statements” within the
meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may,” or by variations of such words or by
similar expressions or the negative thereof. Actual results
may vary materially from those expressed or implied by
forward-looking statements based on a number of factors, including,
without limitation: (1) risks related to the consummation of the
merger, including the risks that (a) the merger may not be
consummated within the anticipated time period, or at all, (b) the
parties may fail to obtain stockholder approval of the merger
agreement, (c) the parties may fail to secure the termination or
expiration of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(d) other conditions to the consummation of the merger under the
merger agreement may not be satisfied, and (e) the significant
limitations on remedies contained in the merger agreement may limit
or entirely prevent Bojangles’ from specifically enforcing
obligations of Walker Parent, Inc., an investment vehicle of
Durational Capital Management LP and The Jordan Company, L.P.
(Parent) under the merger agreement or recovering damages for any
breach by Parent; (2) the effects that any termination of the
merger agreement may have on Bojangles’ or its business, including
the risks that (a) Bojangles’ stock price may decline significantly
if the merger is not completed, (b) the merger agreement may be
terminated in circumstances requiring Bojangles’ to pay Parent a
termination fee, or (c) the circumstances of the termination,
including the possible imposition of a 12-month tail period during
which the termination fee could be payable upon certain subsequent
transactions, may have a chilling effect on alternatives to the
merger; (3) the effects that the announcement or pendency of the
merger may have on Bojangles’ and its business, including the risks
that as a result (a) Bojangles’ business, operating results or
stock price may suffer, (b) Bojangles’ current plans and operations
may be disrupted, (c) Bojangles’ ability to retain or recruit key
employees may be adversely affected, (d) Bojangles’ business
relationships (including, customers, franchisees and suppliers) may
be adversely affected, or (e) Bojangles’ management’s or employees’
attention may be diverted from other important matters; (4) the
effect of limitations that the merger agreement places on
Bojangles’ ability to operate its business, return capital to
stockholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against Bojangles’ and others; (6) the risk that the
merger and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
Bojangles’ Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, as updated or supplemented by subsequent reports
that Bojangles’ has filed or files with the SEC. Potential
investors, stockholders and other readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Neither Parent
nor Bojangles’ assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
Additional Information and Where to Find
ItThis communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication may
be deemed to be solicitation material in respect of the proposed
merger between a subsidiary of Walker Parent, Inc. and
Bojangles’. In connection with the proposed transaction,
Bojangles’ plans to file a proxy statement with the SEC.
STOCKHOLDERS OF BOJANGLES’ ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT BOJANGLES’ WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders and investors will be able
to obtain free copies of the proxy statement and other relevant
materials (when they become available) and other documents filed by
Bojangles’ at the SEC’s website at www.sec.gov. Copies of the
proxy statement (when they become available) and the filings that
will be incorporated by reference therein may also be obtained,
without charge, by contacting Bojangles’ Investor Relations at
IR@bojangles.com or 203.682.8253.
Participants in
SolicitationBojangles’ and its directors, executive
officers and certain employees, may be deemed, under SEC rules, to
be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding Bojangles’ directors
and executive officers is available in its proxy statement filed
with the SEC on April 20, 2018. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC (when they become
available). These documents can be obtained free of charge
from the sources indicated above.
For Investor Relations Inquiries:Raphael Gross of
ICR203.682.8253
For Media Inquiries:Brian Little of Bojangles’
Restaurants, Inc.704.519.2118
David Millar/Danya Al-QattanSard Verbinnen &
Co212.687.8080
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