08 Mar Bravo Brio Restaurant Group to be Acquired by Spice Private Equity, an Affiliate of GP Investments
Columbus, Ohio – March , 2018 – Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) (“BBRG” or the “Company”), owner and operator of the BRAVO! Cucina Italiana and BRIO Tuscan Grille restaurant concepts, GP Investments, Ltd. (“GP”), a leading private equity and alternative investment firm, and its controlled company Spice Private Equity Ltd. (“Spice”), a Swiss investment company focused on private equity investments, today announced a merger agreement under which an affiliate of Spice will acquire the Company for a total enterprise value of approximately $100 million. The transaction proceeds will be funded by Spice, along with certain third party financing sources.
Under the terms of the merger agreement, BBRG’s shareholders will receive $4.05 per share in cash. The purchase price represents a premium of approximately 37% over the volume weighted average price of the Company’s shares for the 90-day period immediately preceding the date of the agreement. BBRG has reported annual sales in excess of $400 million and operates 110 locations in 32 states across the country.
The merger agreement has been unanimously approved by BBRG’s Board of Directors. The transaction is subject to shareholder approval and other customary closing conditions and is expected to be completed by the end of the second quarter of 2018.
“Our Board of Directors, in consultation with our outside advisors, has evaluated all options available to BBRG, and we are confident that this transaction maximizes value for our shareholders,” said Alton F. (“Rick”) Doody III, Chairman of the Board of BBRG, “GP has a distinguished track record of being an active and valuable partner to its invested companies through its operationally-oriented approach, which we expect will greatly enhance our ability to maximize the potential of our Bravo Brio brands nationwide.”
“Bravo Brio has two best-in-class Italian restaurant brands, an enduring culture, and a team committed to delivering exceptional dining experiences to its guests. We are pleased to be partnering with the Company and its leadership to build an even stronger foundation for value creation and profitable growth,” said Antonio Bonchristiano, Chief Executive Officer of GP Investments, Ltd. “As a private entity, we will have greater flexibility to take a long-term view as we invest in Bravo Brio’s future growth and expansion, which will drive rewards for the Company and our investors.”
Upon closing of the transaction, BBRG will continue to be operated as an independent company and remain based in Columbus, Ohio.
Dechert LLP served as legal advisor and Piper Jaffray & Co. served as financial advisor to BBRG. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to GP.