L Catterton Partners entered into a definitive agreement to acquire Del Frisco's Restaurant Group, Inc. (NasdaqGS:DFRG) from Engaged Capital, LLC and others for approximately $280 million on June 23, 2019. Under the transaction, Del Frisco’s stockholders will receive $8 per share in an all cash transaction. Each restricted share, restricted share unit and performance stock unit will also receive a consideration in cash equal to offer price. Each option to purchase shares of Del Frisco's Restaurant that is outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of $8 (less the exercise price per share attributable to such option) and the total number of shares of Del Frisco's Restaurant issuable upon exercise in full of option. L Catterton Partners has entered into debt commitment letters with lenders for the purpose of funding a portion of the aggregate consideration for the merger. Upon termination of the agreement in accordance with its terms, under specified circumstances, Del Frisco's Restaurant will be required to pay L Catterton Partners a termination fee of $9.595 million and L Catterton Partners will be required to pay Del Frisco's Restaurant a reverse termination fee of $15.52 million. The merger consideration implied Equity Value to EBITDA is 18.8x. The transaction is subject to approval by Del Frisco’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. The agreement was unanimously approved by Del Frisco’s Board of Directors following a thorough review of a full range of strategic alternatives by Del Frisco’s Strategic Alternatives Review Committee. The Board of L Catterton Partners has also approved the transaction. Piper Jaffray & Co. also rendered an opinion that the consideration to be offered to the holders of shares of Del Frisco's Restaurant in the merger is fair from a financial point of view to such holders. Engaged Capital and certain of its affiliates, collectively holding approximately 10% of the outstanding shares of Del Frisco's Restaurant Group, have entered into voting agreements committing them to vote in favor of adopting the agreement. A special meeting of shareholders of Del Frisco’s Restaurant Group will be held to approve the transaction. The applicable waiting period under the HSR Act expired on August 1, 2019. A special meeting of Del Frisco's stockholders to consider and vote on the proposal to adopt the Merger Agreement will be held on September 4, 2019. The transaction is expected to be completed by the fourth quarter of 2019. The agreement may be terminated if is not consummated by December 23, 2019. Piper Jaffray & Co. acted as the financial advisor for Del Frisco's Restaurant and provided fairness opinion. Joshua M. Zachariah, Daniel Wolf and Joseph K. Halloum of Kirkland & Ellis LLP acted as the legal advisor to Del Frisco's and its Board of Directors. Credit Suisse acted as the financial advisor and Steven R. Shoemat, Aaron F. Adams, Tom Brower, and William B. Sorabella of Gibson, Dunn & Crutcher LLP acted as legal advisors to L Catterton. L Catterton Partners completed the acquisition of Del Frisco's Restaurant Group, Inc. (NasdaqGS:DFRG) from Engaged Capital, LLC and others on September 25, 2019. The following persons, who were directors of Del Frisco's Restaurant prior to the completion of the Merger, are no longer directors of the Company: Ian R. Carter, Norman J. Abdallah, Pauline J. Brown, David B. Barr, William Lamar Jr., and Joseph Reece. Effective upon completion of the Merger, the following persons became officers of Del Frisco's Restaurant: Ian Baines, William S. Martens, III and Bruce Hawkins. The following persons, who were officers of Del Frisco's Restaurant prior to the completion of the Merger, are no longer officers of Del Frisco's Restaurant: Norman J. Abdallah, Neil Thomson, Scott C. Smith and April L. Scopa. PricewaterhouseCoopers acted as legal advisor to L Catterton in the transaction.