Roark Capital - Buyout of Buffalo Wild Wings Jaimin
Roark Capital - Buyout of Buffalo Wild Wings Jaimin
Roark Capital - Buyout of Buffalo Wild Wings Jaimin
Snavely Professor of Bu
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Exhibit 2
Roark Capital: Buyout of Buffalo Wild Wings
BWW’s Historical Income Statement
(in millions of dollars)
Data sources: Company filings through December 2016; estimated 2017 numbers taken from UBS analyst report on BWW dated November 2
d Wings
ent
LIABILITIES
Accounts payable 44.8 45.8 40.9
Accrued expenses 99.2 104.0 65.0
Current portion of long-term debt 2.1 3.7 4.6
Unearned revenue, current 81.3 87.6 6.9
Other current liabilities 36.2 0.9 59.3
Total current liabilities 263.6 242.0 176.7
Long-term debt 71.0 205.3 420.4
Deferred tax liability, non-current 23.7 21.6 12.9
Other non-current liabilities 58.3 60.5 57.6
Total liabilities 416.6 529.3 667.7
Common stock 160.4 147.2 142.7
Retained earnings 499.1 374.7 124.3
Comprehensive income and other (4.1) (3.9) (3.6)
Total common equity 655.3 518.0 263.4
Minority interest 0.4 (0.1) (0.6)
Total equity 655.7 517.9 262.8
Total liabilities and equity 1,072.4 1,047.2 930.5
Note: Stock return performance is calculated from monthly returns assuming $1 is invested at the
beginning date of the respective time intervals and grows through December 2016.
Margins
Restaurant level (“four-wall”) margin¹ 18.2% 18.4% 19.4% 18.6% 17.7% 16.2%
Operating margin 8.3% 8.2% 9.2% 8.1% 7.3% 5.7%
Store count
Company operated 381 434 491 596 631 638
YoY growth percentage 19.4% 13.9% 13.1% 21.4% 5.9% 1.1%
Franchised 510 559 591 579 609 633
YoY growth percentage 2.4% 9.6% 5.7% -2.0% 5.2% 3.9%
Total restaurants 891 993 1,082 1,175 1,240 1,271
YoY growth percentage 9.1% 11.4% 9.0% 8.6% 5.5% 2.5%
Average weekly sales per company-operated unit $53,783 $56,377 $60,470 $62,529 $60,366 $57,930
Average weekly sales per franchised unit $56,489 $59,582 $62,596 $64,474 $62,662 $59,964
¹ Restaurant-level margin is company-operated restaurant sales minus cost of goods sold (COGS), labor, operating, and occupancy costs,
divided by company-operated restaurant sales.
Data sources: Capital IQ, company filings, analyst reports, and author estimates.
2017
2018
Exhibit 10
Roark Capital: Buyout of Buffalo Wild Wings
BWW’s Projected Income Statement
LBO Forecast Model Assumptions
Franchise royalties
Cost of sales/company restaurant sales 31.2%
Labor/company restaurant sales 31.8%
Operating costs/company restaurant sales 15.3%
Occupancy costs/company restaurant sales 5.8%
SG&A/total revenues 6.4%
Assumptions: Pro forma revenue forecasts were based on average restaurants per year. Capital expenditures were assumed equal to
depreciation and amortization going forward due to elimination of growth in company-owned restaurants.
¹ Tax rate anticipates passage of the Tax Cuts and Jobs Act of 2017 (TCJA), which dropped the corporate tax rate from 34% to 21%, effective
The TCJA also capped net interest expense deductions at 30% of adjusted taxable income (i.e., 30% of EBITDA from 2018 to 2021, reduced t
starting in 2022). Unused net interest expense deductions could be carried forward indefinitely.
² Pre-tax sale price is estimated as company unit EBITDA (averaged over the past five years) × 5.5 (average purchase price multiple of compa
deducts the tax owed on the gain on sale over the book value of company units at the 25% rate.
Data sources: Buffalo Wild Wings proxy statement, company filings, Capital IQ, and author estimates.
falo Wild Wings
me Statement
ssumptions
Forecast
2018P 2019P 2020P 2021P 2022P
640 607 567 527 487
33 40 40 40 20
0 0 0 0 0
607 567 527 487 467
-5.2% -6.6% -7.1% -7.6% -4.1%
5% 5% 5% 5% 5%
31.2% 31.2% 30.9% 30.6% 30.4%
31.8% 31.6% 31.4% 31.2% 31.0%
15.0% 14.9% 14.8% 14.7% 14.6%
5.8% 5.8% 5.6% 5.4% 5.4%
6.5% 6.4% 6.3% 6.3% 6.2%
Expenses
Cost of sales
Labor
Operating costs
Occupancy
Gross profit
Percentage margin
SG&A
EBITDA $276.8
Percentage margin 13.3%
Forecast
2018P 2019P 2020P 2021P 2022P
Casual dining
Darden $9,822 0% 12% 1% 9%
Cracker Barrel 3,645 0% 1% 3% 1%
Texas Roadhouse 3,548 16% 7% 10% 11%
Cheesecake Factory 1,983 0% 4% 8% -1%
Bloomin’ Brands 1,687 20% -1% -3% -2%
Buffalo Wild Wings 1,587 51% 5% 10% 4%
Brinker 1,520 40% 1% 4% -3%
BJ’s Restaurant 645 0% 5% 8% 4%
Red Robin 828 16% 1% 3% 6%
Chuy’s 350 0% 16% 15% 12%
Quick service
McDonald’s 133,949 93% 1% -3% -8%
Yum Brands 26,272 96% 3% -51% -7%
Restaurant Brands Int. 15,658 100% 6% 2% 12%
The Wendy’s Company 3,737 95% 1% -23% -15%
Wingstop 945 98% 15% 17% 15%
Fast casual
Chipotle 9,308 0% 8% -13% 15%
Shake Shack 876 42% 32% 41% 32%
Potbelly 307 12% 11% 9% 5%
Zoe’s Kitchen 229 1% 19% 22% 0%
Coffee
Starbucks 80,454 50% 9% 10% 5%
Dunkin’ Brands 5,006 100% 2% 6% 4%
Data sources: William Blair Restaurant Industry Report, November 28, 2017; UBS Buffalo Wild Wings Industry Report, October 11, 2017; C
Wings
alysis
ples)
LIBOR
Amount Spread Rate
(Oct. 2017)
Revolver (max $150 million) $100 1.8% 3.5% 5.3%
Senior Secured Term Loan B $1,575 1.8% 3.5% 5.3%
Senior unsecured notes $485 7.3%
Notes:
The deal was expected to close on December 30, 2017.
Due to a change of control provisions in the covenants of the existing debt, the sponsor was
required to pay off the existing debt prior to the closing of the deal.
The revolver was packaged with the Senior Secured Term Loan B and was required to be repaid
in full before it could be drawn again.
Term Loan B (ratings Moody’s B3/S&P B) was a floating rate loan due in 2025 that paid interest
annually on the prior year’s ending debt balance, based on London Inter-bank Offered Rate
(LIBOR) (assumed constant) plus a spread. The loan required amortization of 1% of the initial
principal amount of $1,575 million to be repaid each year.
The senior unsecured notes (ratings Moody’s Caa3/S&P CCC+) were high-yield notes that paid
fixed-rate interest of 7.3% per annum on the prior year’s ending debt balance, were due in 2026,
and had bullet amortization.
Cash flow in excess of operating and financial obligations would be used to, in order of priority,
pay the required amortization on the Senior Secured Term Loan B and repay the revolver. Cash
in excess of those obligations would be used to further reduce the principal on the Senior
Secured Term Loan B.
Transactions costs of approximately $110 million were expected to be incurred to complete the
deal. All costs associated with the transaction would be expensed.
As of the close of Q3 2017, 15.532 million shares of common stock were outstanding.
Data sources: One-year LIBOR for October 13, 2017, from http://libor.fedprimerate.com/2017/10/ (accessed June 16, 2021); Buffalo
Wild Wings proxy statement; and Bloomberg.
Exhibit 13
Roark Capital: Buyout of Buffalo Wild Wings
Selected Transactions Analysis
Value TEV/
Date Target Type Acquirer
(in millions of dollars) EBITDA LTM
2017 Ruby Tuesday Casual dining NRD Capital $335 7.9×
2017 Panera Bread Company Casual dining JAB Holdings B.V. $7,500 18.5×
2017 Cheddar’s Restaurant Holding Corp. Casual dining Darden Restaurants, Inc. $780 10.8×
2017 Bob Evans Casual dining Golden Gate Capital $565 6.8×
2017 Checkers Drive-In Restaurants, Inc. QSR/fast casual Oak Hill Capital Partners 11.0×
2017 Cheddar’s Scratch Kitchen Casual dining Darden Restaurants $780 10.4×
2017 Popeye’s Louisiana Kitchen, Inc. QSR/fast casual Restaurant Brands International Inc. $1,800 20.6×
2016 Krispy Kreme Donuts QSR/fast casual JAB Holdings B.V. $1,350 19.0×
2015 Del Taco Restaurants, Inc. QSR/fast casual Levy Acquisition Corp. $15,500 8.7×
2014 Tim Horton’s QSR/fast casual Burger King World Wide $11,160 14.3×
2014 Einstein’s Noah Restaurant Group QSR/fast casual JAB Holdings B.V. $374 9.0×
2014 Red Lobster Casual dining Golden Gate Capital $2,100 9.2×
2014 CEC Entertainment, Inc. Casual dining Apollo Global Management, LLC $1,330 7.9×
2014 TGI Fridays Casual dining Sentinel/TriArtisan $890 7.5×
2013 CKE QSR/fast casual Roark Capital $1,700 8.3×
2014 Caribou Coffee QSR/fast casual JAB Holdings B.V. $340 11.0×
2012 Yard House USA, Inc. Casual dining Darden Restaurants, Inc. $585 15.0×
2012 P.F. Chang’s China Bistro, Inc. Casual dining Centerbridge Partners, L.P. $1,100 8.7×
2011 California Pizza Kitchen Casual dining Golden Gate Capital $470 7.6×
2011 Arby’s QSR/fast casual Roark Capital $340 6.5×
Data sources: Buffalo Wild Wings Proxy Statement; Blair Restaurant Industry Report, November 29, 2017.
Deal
Assumptions
Deal points
11/28/2017
Roark Capital
Buffalo Wild Wings,INC
Mkt Cap: $2.4 billion
EV : $2.7 billion
LTM Revenue: $2.0 Billion
LTM EBITDA: 261.1million
Roark will buy the company for $157 per share, representing a premium of
7.2% to the restaurant's Monday's close .
Roark's offer is at a 34% premium to the stock price on Nov. 13, the last
trading day before media reported that Roark had made an offer of more
than $150 per share . Including debt, the deal is valued at about $2.9 billion
Following the deal close, expected during the first quarter of 2018, Buffalo
Wild Wings will become a privately held unit of Arby's and operate as an independent brand
Pre-LBO information for
Shares outstanding
Tax rate
LBO details:
Offer price
Debt Financing
Senior Secured revolve
Term Loan
Senior unsecured notes
Transaction costs
Net debt
"Exit" details:
Years to exit
EBITDA at exit
EV/EBITDA multiple
$157 $155
$100 Million
$1,575 Million
$485 Million
$110 million
$394.3 Million
million
12.6
$2,942.84
$2,160
$782.84
73.40%
26.60%
$2,911.78
$2,160
$751.78
74.18%
25.82%
FCF Calculations
Interest calculation
Refranchised Res
2018 2019 2020 2021 2022
33 40 40 40 20
After-tax sale price of
refranchised
restaurants, in
millions of dollars² 1.8 1.8 1.8 1.8 1.8
after tax sales
proceeds 59.4 72 72 72 36
Exit
EV/Ebitda 10.4
2018 2019
EBITDA 294.10512 305.69607876
EV at Exit 3058.6932 3179.2392191
EV + Cash $3,137.23 $3,287.2
Total Debt $2,160 $2,081
Equity $977.23 $1,205.7
Initial Equity $782.84
Value TEV/
Target Type Acquirer (in
millions of
Exit mulitpl dollars) EBITDA LTM
Comparables
2017 Ruby Tuesday Casual dining NRD Capital $335 7.9×
Panera Bread Compa JAB Holdings
2017 Casual dining $7,500
ny B.V. 18.5×
Darden
Cheddar’s Restauran
2017 Casual dining Restaurants, $780
t Holding Corp.
Inc. 10.8×
Golden Gate
2017 Bob Evans Casual dining $565
Capital 6.8×
2017 Cheddar’s Scratch Ki Casual dining Darden Restaura $780 10.4×
2020 2021 2022
324.6534 339.1646 352.7973
3376.396 3527.311 3669.092 0
$3,506.4 $3,676.0 $3,795.6
$1,974 $1,844 $1,695
$1,533 $1,832 $2,101 2018
Initial Equi ($782.84) ($782.84)
$977.23
2.0 2.3 2.7
Irr 25%
2019 2020 2021 2022
($782.84) ($782.84) ($782.84) ($782.84)
$1,205.7
$1,533
$1,832
$2,101
23% 23 23 22.05