Einstein Noah Restaurant Group Inc. Completes Review of Strategic Alternatives
December 06 2012
Board of Directors Recapitalizes the Company & Declares a One-Time
Special Dividend of $4.00 per Share
LAKEWOOD, Colo.--(BUSINESS WIRE)--Dec. 6, 2012--
Einstein Noah Restaurant Group, Inc. (NASDAQ:BAGL), a leader in the
quick-casual segment of the restaurant industry operating under the
Einstein Bros.® Bagels, Noah's New York Bagels®, and Manhattan Bagel®
brands, today announced that its Board of Directors has completed its
comprehensive strategic alternatives review process to maximize
shareholder value by recapitalizing the Company and declaring a one-time
special dividend to shareholders of $4.00 per share. Piper Jaffray
served as the Company’s financial advisor and Bryan Cave HRO served as
the Company’s legal advisor in connection with the review of strategic
alternatives.
The recapitalization includes the amendment and restatement of the
Company’s existing Senior Credit Facility, which consists of a Term Loan
A and a Revolver with a syndicate of banks (“Facility”). The amendment
and restatement of the Facility increases the Company’s Term Loan A from
$75 million to $100 million, increases the Revolver from $50 million to
$75 million, and extends the maturity date from December 20, 2015 to
December 6, 2017. The increase to $175 million will be used to fund the
one-time special dividend, the ongoing quarterly dividend, working
capital, capital expenditures, and other general corporate purposes. The
loans under the Facility will bear interest equal to the Eurodollar Rate
plus an applicable margin ranging from 2.5% to 4.0% or the Base Rate
plus an applicable margin ranging from 1.5% to 3.0%.
Bank of America, N.A. serves as the Administrative Agent. Wells Fargo
Bank, N.A. serves as the syndication agent, BBVA Compass served as the
document agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Wells Fargo Securities, LLC and BBVA Compass acted as Joint Lead
Arrangers and Joint Bookrunners. Other participating lenders include GE
Capital, Union Bank, Bank of the West, and Regions Bank.
The one-time special dividend of $4.00 per share is payable on December
27, 2012 to shareholders of record at the close of business on December
17, 2012 and will have an ex-dividend date of December 28, 2012. This is
in addition to the previously disclosed Company’s regular quarterly
dividend of $0.125 per share. The total cash outlay for the one-time
special dividend will be approximately $68 million. Immediately
following the payment of the special dividend, the Company expects the
outstanding principal balance under the Facility to be approximately
$140 million, comprised of $100 million under the Term Loan A and
approximately $40 million under the Revolver.
Nelson Heumann, Chairman of the Board, said, “Today’s announcement is
the culmination of a thorough examination of strategic alternatives and
represents an important milestone for Einstein Noah. We are pleased to
have been able to recapitalize the business through our existing bank
facility on such favorable terms and maintain modest leverage. We view
this one-time special dividend as a clear demonstration of our
commitment to returning capital to shareholders, as well as our
confidence in the strong results and momentum of the business. As
always, we are determined to create and unlock value for the benefit of
all shareholders by further strengthening our business model and
realizing our substantial expansion opportunities.”
Pursuant to the rules of The NASDAQ Stock Market, when a dividend is
declared in a per share amount that is 25% or greater than a Company's
stock price, the date on which that company's shares will begin to trade
without the right to receive the dividend, or ex-dividend, is the first
business day following the payment date, rather than the second business
day prior to the record date.
About Einstein Noah Restaurant Group
Einstein Noah Restaurant Group, Inc. is a leading company in the quick
casual restaurant industry that operates and licenses locations
primarily under the Einstein Bros.® and Noah's New York Bagels® brands
and primarily franchises locations under the Manhattan Bagel® brand. The
Company's retail system consists of over 800 restaurants in 39 states
and the District of Columbia. It also operates a dough production
facility. The Company's stock is traded on the NASDAQ under the symbol
BAGL. Visit www.einsteinnoah.com
for additional information.
Forward Looking Statement Disclosure
Certain statements in this press release constitute forward-looking
statements or statements which may be deemed or construed to be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements which are not historical
facts are intended to identify forward-looking statements. These
forward-looking statements involve and are subject to known and unknown
risks, uncertainties and other factors which could cause the Company's
actual results, performance (financial or operating), or achievements to
differ materially from the future results, performance (financial or
operating), or achievements expressed or implied by such forward-looking
statements. These and other risks are more fully discussed in the
Company's SEC filings.
Source: Einstein Noah Restaurant Group, Inc.
for Einstein Noah Restaurant Group, Inc.
Investor Relations:
Raphael
Gross, 203-682-8253
rgross@icrinc.com
Media
Relations:
Liz Brady DiTrapano, 646-277-1226
lbrady@icrinc.com
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