MTY Franchising USA, Inc. entered into an agreement to acquire BBQ Holdings, Inc. from Wexford Capital LP, Bandera Master Fund L.P managed by Bandera Partners LLC, FS Special Opportunities I Fund, L.P. managed by Farnam Street Capital, Inc. and others for approximately $190 million.
The transaction is subject to tender of at least 50% of BBQ Holdings fully-diluted shares of common stock; receipt of applicable regulatory approvals; the expiration or early termination of the waiting period applicable to the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. BBQ Holdings, Inc. on the recommendation of the Special Committee approved the transaction. Certain key shareholders of BBQ Holdings have signed support agreements in favor of the Merger Agreement, representing in aggregate approximately 37% of the shares currently outstanding. The offer will initially remain open for 20 business days from the date of commencement of the offer. On September 7, 2022, the applicable waiting period under the HSR Act with respect to the Offer expired. The transaction is expected to close by Q4, 2022. The transaction is expected to close on September 27, 2022.
Steven G. Rowles and Shai Kalansky of Morrison & Foerster LLP acted as legal advisor to MTY. Elaine Barsalou and Frantois Sztuke of National Bank Financial, Inc. acted as financial advisors to MTY. Lathrop GPM LLP, and, W. Todd Carlisle and David W. Drum of Dentons Sirote PC acted as legal advisors to BBQ. Kroll, LLC acted as fairness opinion provider to Board of BBQ, and acted as financial advisor to BBQ. As compensation for KrollÃs services in connection with the rendering of the Opinion to the Board, BBQ agreed to pay Kroll a fee of $350,000, with 50%, or $175,000, paid upon engagement of Kroll and 50% of the fee, or $175,000, was payable upon Kroll informing BBQ or the Board that Kroll was prepared to deliver the Opinion. Broadridge Corporate Issuer Solutions, Inc. acted as depositary and transfer agent to BBQ. D.F. King & Co., Inc. acted as information agent to BBQ. Deloitte LLP acted as tax due diligence provider to MTY. Sirote & Permutt P.C. acted as due diligence provider to BBQ.