お知らせ • Oct 31
Authentic Restaurant Brands completed the acquisition of Fiesta Restaurant Group, Inc. (NasdaqGS:FRGI) from a group of shareholders.
Authentic Restaurant Brands agreed to acquire Fiesta Restaurant Group, Inc. (NasdaqGS:FRGI) from a group of shareholders on July 18, 2023. Authentic Restaurant Brands (ARB) entered into a definitive agreement to acquire Fiesta Restaurant Group, Inc. from a group of shareholders for approximately $220 million on August 6, 2023. Fiesta common stockholders will receive cash consideration of $8.50 per share. Upon closing the transaction, Fiesta will operate as a privately held company and Pollo Tropical will remain based in Miami, FL. Fiesta’s leadership team will continue to operate Pollo Tropical as an independent brand within the ARB platform. GSP 4.0 Fund-A, L.P. and GSP 4.0 Fund-B, L.P. entered into an equity commitment letter to provide funding to buyer. In addition, GSP Fiesta Intermediate Holdings II, LLC and Comvest Capital Advisory Services, LLC executed the commitment letter to provide the debt financing (the “Debt Commitment Letter”). The definitive merger agreement also includes a 30-day “go shop” period that will allow Fiesta to alternatively solicit alternative proposals from interested parties. Upon termination of the Merger Agreement under certain specified circumstances, ARB would be required to pay a termination fee of $14 million to Fiesta, and under other specified circumstances, Fiesta would be required to pay to ARB a termination fee of $8.5 million. As of September 5, 2023, go-shop period under the transaction has expired. ARB has received equity commitments from Garnett Station Partners, LLC in an amount of up to $112.5 million and has obtained financing commitments pursuant to the Debt Commitment Letter for the purpose of financing the Transactions and paying related fees and expenses. The Lender has committed to provide Debt Financing in an aggregate principal amount of up to $115 million.
Transaction is subject to approval by Fiesta's stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. Agreement has been unanimously approved by Fiesta’s Board of Directors. Fiesta Board formed a Special Committee comprising independent directors, who determined that this transaction delivers Significant, immediate and certain value to Fiesta stockholders. The transaction is not subject to a financing contingency. In connection with the execution of the Merger Agreement, ARB entered into a voting agreement with each of BEI-Longhorn LLC and AREX Capital Management, LP, who together own or control approximately 30% of Fiesta's outstanding shares. On July 18, 2023, the special committee and board approved the transaction. The transaction is expected to be completed in the fourth quarter of 2023. As of October 24, 2023, Fiesta Restaurant Group shareholders approved the transaction.
Jeeries LLC is acting as lead financial advisor and Saee Muzumdar of Gibson, Dunn & Crutcher LLP is serving as legal counsel to Fiesta in connection with the proposed transaction. Houlihan Lokey Capital, Inc. is acting as financial advisor to the Special Committee of the Fiesta Board of Directors. Guggenheim Securities is serving as lead financial advisor. Matthew S. Arenson, Willard S. Boothby, Rachel L. Cantor, Margaret R.T. Dewar, John Kleinjan and Jeremy A. Mandell of Kirkland & Ellis LLP acting as legal counsels to ARB and Garnett Station. William Blair & Company, LLC also is serving as a financial advisor to the Board of Directors of ARB. Houlihan Lokey Capital Inc. also acted as fairness opinion provider to the Special Committee of the Fiesta. Pursuant to its engagement by the Special Committee, Houlihan Lokey became entitled to a fee of $600,000 for the rendering of its opinion to the Special Committee. Fiesta has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting for a fee of approximately $32,500, in addition to the reimbursement of expenses, for these services.
Authentic Restaurant Brands completed the acquisition of Fiesta Restaurant Group, Inc. (NasdaqGS:FRGI) from a group of shareholders on October 30, 2023. All of the members of Fiesta's board of directors, which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company.