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Sunday, November 22, 
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Dealwatch: Steakhouse buyouts

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082106_lonestarsteakhouse.jpgLandry's Restaurants Inc., which last year tried and failed to acquire the iconic steakhouse chain Smith & Wollensky Restaurant Group Inc. (see more below), is itself weighing its options and has tapped Cowen & Co. LLC to advise it.

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The Houston-based company, whose restaurants include the Rainforest Cafe and Vic & Anthony's Steakhouse, is fielding an offer revealed in late January from its chairman, president and CEO Tilman Fertitta.

OVERDONE

Meanwhile, in bankrupt steakhouse news, Buffets Inc., the largest steak buffet restaurant in the U.S., won final court approval in February for access to its entire $385 million debtor-in-possession package, but trimmed it by $100 million to appease creditors. Eagan, Minn.-based Buffets is majority-owned by New York private equity firm CI Capital Partners LLC. The company sought Chapter 11 protection in January to restructure its debt after missing payments.

And a Florida judge in December 2007 granted Roadhouse Grill Inc. an extension for the third time on its iterim DIP financing. The company went through a reorganization in 2002 and came out of bankruptcy before its restaurants suffered a series of hurricanes in 2004.

CUTTING THE FAT

Meanwhile, Sydney-based private equity firm Pacific Equity Partners put the Sizzler steakhouse chain up for sale and hired Houlihan Lokey Howard & Zukin to hunt down a buyer, a statement said Feb. 8. The Sydney-based firm took Sizzler private in 2005, acquiring it from Worldwide Restaurant Concepts Inc., and expects to sell the chain within six months.

Back in October 2007, Del Frisco's Restaurant Group LLC filed for an initial public offering worth up to $100 million, which would offer Lone Star Funds some liquidity. Del Frisco operates 22 restaurants in 14 states under the Double Eagle Steak House and Sullivan's Steakhouse chains. The chains were part of Lone Star Steakhouse Inc., which Lone Star Funds acquired in December 2006, at which time they were split from the downmarket Lone Star chain. (See more below.) Del Frisco's has yet to float.

CHOWING DOWN

Adding red meat to its menu of seafood and Italian, Darden Restaurants Inc. said Aug. 16 it would acquire Capital Grille and LongHorn Steakhouse parent Rare Hospitality Inc. in a $1.4 billion deal. The offer will enable Darden to add the two steak houses to its portfolio -- which includes the Red Lobster and Olive Garden chains -- and at $38.15 per share, the bid carries a rich, 39% premium to the target's close a day earlier, proving once again, there is demand for choice beef. The next month Darden entered into two new credit agreements to help finance the $1.4 billion acquisition with Bank of American NA serving as lead arranger for loans totaling $1.9 billion. Unlike other steak house buyouts, the Darden deal didn't turn into a long, bloody battle.

The deal came nearly two months after Bain Capital Partners LLC and Catterton Management Co. LLC took the parent of Outback Steakhouse private in a $3.5 billion, or $41.15 per share deal. Six months after reaching a $40 per share, $3 billion-plus deal for OSI Restaurant Partners Inc., the bid group was forced in May to better its offer by $1.15 per share to appease stakeholders hungering for a juicier return. It was just one example at the time in which shareholder activism led to a bump in the buyout price and marked the then-latest development on the steak house buyout front, where investors were actively biting.

Meanwhile, shareholders at Smith & Wollensky officially ended a messy bidding war on Aug. 20 when they approved a $95 million deal with Patina Restaurant Group LLC. The battle began in March, when Landry's bettered by 50 cents a share an agreed-to $9.25 a share buyout proposal from Patina and its own, $7.50 a share offer launched in January. The bidding caused Smith & Wollensky's stock price to nearly double, from nearly $5 a share in January to $9.76 Friday afternoon, March 16, when Landry's came forward with a juicier bid. The new offer equated to nearly $84 million, or $9.75 a share. In May, Smith & Wollensky amended its agreement with Patina, which bumped the offer price to $11 per share and assigned its rights and obligations under the agreement to a bid group that included Nick Valenti, Joachim Splichal and Bunker Hill Capital LP. 

Lone Star Funds raised its agreed-upon offer for Lone Star Steakhouse by nearly $5 million on Nov. 30, 2006, to $605 million. The modest price increase, some say, wasn't a move to appease shareholders who've called the buyout price too low, but instead a move to buy management more time to garner support for what looks to some like a raw deal. A shareholder vote followed on Dec. 12, and the deal gained approval after months of back and forth. So, what was that beef all about?

FANNING THE FLAMES

Hedge fund Barington Capital Group LP, with 9.4% of Wichita, Kan.-based Lone Star Steakhouse & Saloon Inc. came out guns blazing Oct. 31, 2006, with a letter to the restaurant chain against the company's pending buyout. Lone Star retaliated with a letter of its own Nov. 7 in defense of the sale, but the debate marked the second time the hedge fund publicly aired its grievances with the company in as many months.

Barington, which first took a stake in Lone Star in May 2006, asserted that the $27.10 a share acquisition price undervalues the company, its real estate assets and upscale restaurant brands, in particular. Maybe it encouraged Lone Star to rethink the deal. The buyout shop then upped its offer by a whopping 25 cents a share.

  • Lone Star runs a chain of 200-plus middle-grade steak houses, 20 premium and 20 lower-grade restaurants. The company didn't have its real estate appraised ahead of the Aug. 18, 2006, deal, which Barington said it believed to be closer to $400 million than the $245 million the company said it paid for the assets, many acquired in the 1990s.
    • One source told The Deal's Dave Shabelman that a valuation of more than $400 million would be conservative for Lone Star's real estate and called the company's whole auction process as outlined in a proxy filing "bizarre."
    • The chain posted $669.3 million in revenue in 2005, and another source told The Deal's Kelly Holman the company generates roughly $50 million in trailing Ebitda.
  • Barington, too, questioned the thoroughness of the auction in its letter, citing Lone Star's admission of only considering six potential bidders. In its letter, Nov. 7, 2006, Lone Star said, however, that the sale process was "fair" and the purchase price exceeded its financial advisers' valuation of the company.
  • Lone Star Funds originally considered an offer between $30.50 and $31 a share, or $675 million to $686 million, proxy details show, but the completion of due diligence and deterioration in the target's earnings drove it south.

ALL SAUCED UP

Meanwhile, other hungry dealmakers rounded out 2006 with a spate of activity.

Dealwatch executive summary
The Date
The Action
4.03.08 Landry's taps Cowen & Co.
1.2008 Fertitta proposes $1.3B Landry's buyout.
2.2008 PE-backed Buffets wins final DIP approval.
2.08.08 Pacific Equity puts Sizzler on the block.
12.2007 Roadhouse gets another extension.
10.2007 Del Frisco's plans IPO.
8.20.07 Smith & Wollensky stockholders approve its buyout.
8.17.07 Darden buys Rare Hospitality, gets new credit agreements a month later.
6.15.07 Bain, Catterton rope OSI.
5.23.07 Bain, Catterton bump OSI buyout offer.
5.07.07 Patina, Smith & Wollensky amend agreement.
3.16.07 Landry's betters Smith & Wollensky offer.
2.27.07 Smith & Wollensky agrees to $80 million buyout.
12.12.06 Lone Star shareholders agree to buyout.
11.30.06 Lone Star ups its offer for Lone Star by $5 million.
11.07.06 Lone Star defends its sale as "fair."
11.06.06 Outback Stakehouse parent agrees to a $3.2 billion take-private.
10.31.06 Lone star shareholders raise opposition the steakhouse's pending $600 million buyout.
10.31.06 PE firms gnaw on Logan's Roadhouse.
9.15.06 Deutsche Bank opposes Lone Star buyout.
8.30.06 Barington first takes issue with Lone Star's Lone Star buyout.
8.18.06 Lone Star takes home its steakhouse.
5.10.06 Barington bites into Lone Star.
2.09.06 Morton's sizzles in its debut.

Source: The Deal




Comments

From: Alan Koch,

I am situated in South Florida and will be willing to act on behalf of anyone wishing to enter the market through acquisition. I put together the RHG deal and have done deals with Darden, CRO, Landry's, Carlson and a host of independent operators both with leashold and fee deals. I specialize in Restaurants. 561 622 5010


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