Del Frisco’s has entered into a definitive agreement to be purchased by private-equity firm L Catterton, the companies announced June 24. L Catterton, which is no stranger to the restaurant space with investments in Noodles & Company, Uncle Julio’s, Hopdoddy, Chopt, Anthony's Coal Fired Pizza, and others, is buying the multi-concept restaurant group in an all-cash transaction valued at about $650 million. The agreed price is $267.3 million but includes debt. As of March 26, Del Frisco's had $336.1 million in debt.
Del Frisco’s stockholders will receive $8 per share, representing a 22 percent premium to the closing price on December 19, 2019—the last day trading prior to the company’s announcement it was exploring strategic alternatives. It’s also a premium of about 21 percent to Del Frisco’s 30-day volume weight average price ended on June 21.
The transaction is expected to complete by the fourth quarter of fiscal 2019.
When the deal closes, the companies said, L Catterton will split Del Frisco’s operations. It will run the bartaco and Barcelona Wine Bar businesses separately from Del Frisco’s Grille and Del Frisco’s Double Eagle Steakhouse “in order to nurture the unique attributes of the brand.”
Del Frisco’s brought Barcelona and bartaco into its portfolio last June for $325 million.
“Over the course of our review, the committee evaluated a full range of strategic, financial, and capital structure alternatives to best serve the interests of our stockholders. After a thorough process, including considering Del Frisco’s current operations and future prospects, the committee and the board is confident that this transaction offers the most promising opportunity to realize the highest value for our stockholders,” said Joe Reece, committee chairman of Del Frisco’s in a statement.
“L Catterton brings a distinguished track record of fostering the growth and success of world class experiential brands,” added Del Frisco’s CEO Norman Abdallah. “Together with their deep operational expertise in the restaurant industry, I am confident L Catterton will be a great long-term partner.”
Previous investments for L Catterton also include Bloomin’ Brands, Cheddar’s Scratch Kitchen, and P.F. Chang’s.
Del Frisco’s currently runs 16 Double Eagle Steakhouses, 24 Del Frisco’s Grilles, 17 Barcelona Wine Bars, and 21 Bartacos across 17 states and Washington, D.C. “At L Catterton, we bring more than just capital—we bring significant operational expertise to our investments,” said Andrew Taub, managing partner at L Catterton, in a statement. “Over the last 30 years, L Catterton has invested in nearly 30 restaurant concepts globally to create a number of industry leaders. Del Frisco’s has four outstanding brands in two distinct and attractive categories—upscale regionally inspired cuisine, and steak and grill. We’re excited to partner with the company to harness the power of these brands by operating the upscale regionally-inspired brands separately from the steak and grill concepts.”
Some investors recently have pushed Del Frisco’s to operate its new acquisitions—considered to be more active growth brands than its steakhouses—separately and questioned the terms and timing of the deal. The financial performance has been pretty divided as well.
In this past quarter—Q1 of 2019—here’s how the results broke down by brand, year-over-year:
- Double Eagle: Same-store sales of negative 0.4 percent; customer counts of negative 1.5 percent; average check of 1.1 percent.
- Del Frisco’s Grille: Same-store sales of 0.2 percent; customer counts of negative 6.9 percent; average check of 7.1 percent.
- Barcelona: Same-store sales of 3.7 percent; customer counts of 3.6 percent; average check of 0.1 percent.
- Bartaco: Same-store sales of 6.7 percent; customer counts of 5.5 percent; average check of 1.2 percent.
The company posted an adjusted net loss of $3.4 million in the quarter and revenue of $120.4 million.
When Del Frisco’s first announced it was exploring strategic alternatives, it came following a letter from activist investor Engaged Capital LLC, which at the time owned just under 10 percent of the company’s shares, urging Del Frisco’s to sell some of its concepts or the entire company. Engaged labeled bartaco as a brand with the potential to be a “blockbuster concept.”
Engaged Capital pushed Del Frisco's to add a board member, and said the company's steakhouse brands were poorly managed and rushed into buying two chains to avoid an acquisition. Del Frisco's said Monday Engaged agreed to vote in favor of the acquisition.
In May, a report from The Deal surfaced that three leading restaurant companies were in the mix to buy part of, or all of, Del Frisco’s brands. Bids at the time were hovering around $9 per share, according to the report. L Catterton was not one of the rumored buyers at the time.
Del Frisco’s also reduced its work force earlier in the year to generate pre-tax general and administrative cost savings of roughly $3 million this year. It said it would cut about 12–15 percent of its G&A staff during Q2 and Q3 of fiscal 2019, cuts that would impact all levels of the organization in Del Frisco’s restaurant support center, the field across three of the four brands, and its contract support.