New York private equity firm Centerbridge Partners LP bit off all that it can chew with its $1.1 billion deal to take P.F. Chang's China Bistro Inc. private. The $51.50 per share bid is a 30% premium over the Scottsdale, Ariz.-based Asian-themed casual-dining chain's $39.69 closing price Monday, April 30.
The agreement, announced Tuesday, gives P.F. Chang's a 30-day go-shop period where it can seek higher bids up to May 31. The announcement sent P.F. Chang's shares soaring more than 29%, to $51.40, on Tuesday morning.
However, most industry watchers do not expect any higher bidders to step forward, because it is unlikely any buyer would be willing to top the 8.5 times Ebitda multiple that Centerbridge paid for a chain that needs turnaround work.
"This [deal] will allow [P.F. Chang's] to fix the core brand and probably either divest or significantly change Pei Wei," added another industry banker, referring to the chain's Pei Wei Asian Diner brand. "It would be too difficult to do those things under the spotlight of the public markets."
The Deal Pipeline reported in October that P.F. Chang's was a likely acquisition target of private equity firms due to its relatively low valuation, clean balance sheet and strong brand name. As of Dec. 31, P.F. Chang's had close to $50 million in cash and $1.24 million in debt.
"This announcement was probably not a significant surprise to investors given the strong brand equity, relatively attractive valuation, and intermediate stage of turnaround," Jefferies & Co. analyst Andy Barish wrote in a Tuesday research note.
An industry analyst told The Deal Pipeline in October that P.F. Chang's, if sold to a private equity firm, would likely fetch a multiple of at least 6 times Ebitda, or around $840 million.
Centerbridge's bid is valued at about 8.5 times P.F. Chang's $133 million Ebitda for the trailing 12 months ended Jan. 1, and is not that far off what other chains have been selling for recently.
For instance, in November Landry's Restaurants Inc. took McCormick & Schmick's Seafood Restaurants Inc. private for $131.6 million in cash, or about 7 times Ebitda. In October, Red Lobster operator Darden Restaurants Inc. paid up to 8 times Ebitda, or $59 million, for the Eddie V's Prime Seafood and Wildfish Seafood Grille brands. In September, J.H. Whitney Capital Partners LLC paid around $100 million, or up to 8 times Ebitda, for Mexican-themed casual-dining chain Julio & Sons Co.
P.F. Chang's chairman and CEO Rick Federico said in a Tuesday letter to employees that he does not expect day-to-day operations of the company to change. Most management and employees are expected to remain in place, he said, as well as the chain's Scottsdale headquarters.
The two sides expect to complete the transaction by the end of the third quarter.
P.F. Chang's received financial advice from Tim Ingrassia, Roger Matthews and David Scenna of Goldman, Sachs & Co. and legal counsel from Jay Rains, Jeff Thacker and Dan Eisner of DLA Piper LLP.
Michael Phalen and Bora Sila of Wells Fargo Securities LLC along with Deutsche Bank Securities Inc. advised Centerbridge. Doug Warner, Mike Lubowitz, Angela Fontana, Kelly Dybala, Heather Emmel, Joshua Peck, Benton Lewis and Sandra Rutova of Weil, Gotshal & Manges LLP provided legal advice to Centerbridge.
Neither P.F. Chang's nor Centerbridge returned calls Tuesday.
P.F. Chang's operates more than 350 restaurants. The chain has a market capitalization of around $1 billion.
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