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Capstone Headwaters Restaurants M&A Coverage Report Q1 2019

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Capstone Headwaters Restaurants M&A Coverage Report Q1 2019 SPRING 2019 Q1 2019 Restaurants MERGER & ACQUISTION OVERVIEW More than one million restaurant locations exist in the US today and competition for customers is fierce. At the same time, operators are navigating a challenging shift in consumer preferences. As Baby Boomers retire and Millennials and Gen Xers show a preference for healthier, on trend food largely from independent and small chains, many of the national chains, particularly in the Casual Dining sector, have lost market share. Mobile ordering, meal kits, and grocery delivery services are also contributing to declining traffic across categories. Restaurant visits fell from 215 times a year in 2000 to 185 in 2018—a 28- year low, according to the NDP Group.1 In 2018 restaurant traffic declined by 3.2% from 2017, continuing a three year slide. Industry sales in 2018, however, rose by 3.2% with menu price increases largely making up the difference. While consumers are dining out less frequently, they have been willing to pay more when they do go out. Restaurant industry sales are projected to reach $863 billion in 2019, a year-over-year increase of approximately 4.6% from 2018, according to the National Restaurant Association, which also suggests that operators will continue to support growth through price increases.2 As restaurants compete for a share of the consumer wallet in this environment, many are seeking to create economies of scale to reduce costs and create operating efficiencies. Labor shortages, exacerbated by the historically tight job market, remain the biggest challenge for operators with approximately 35% of restaurants indicating they are having difficulties with filling positions. In 2018, 156 mergers and acquisitions (M&A) were announced or closed in the Restaurant industry—a 16.4% increase from the robust activity in 2017. Deal activity in Q1 2019 is below that of 2018, with 25 transactions announced or closed compared to 45 last year. Despite the dip, transaction volume remains healthy and closely mirrors that of Q1 2017. Strategic buyers continue to drive the majority of deal activity as they acquire to diversify concepts, enter new geographic regions, and create economics of scale. At the same time, private equity (PE) accounted for 25% of deal activity as they leverage opportunities to consolidate portfolios, gain entrée to high growth concepts, and buy underperforming systems that can be revitalized. M&A Activity: Restaurants 200 175 156 133 134 TABLE OF CONTENTS 150 129 125 M&A Overview 100 75 Entrée to High Growth 45 50 Consolidation Plays 25 25 Company Spotlight Number of Transactions 0 Underperforming Systems 2015 2016 2017 2018 Q1 2018 Q1 2019 Public Company Data Source: Capital IQ and Capstone Headwaters Research 2 | RESTAURANTS Q1 2019 ENTRÉE TO HIGH GROWTH Robust returns on fast-growing restaurant concepts continue to attract the interest of private equity firms. In 2018, more than 15 M&A transactions were completed by PE firms targeting growth-chain investment. Differentiated concepts with superior unit performance continue to be of interest to investors as they look to the future growth and opportunities within the industry. Fast Casual has been the bright spot of the Industry with annualized growth of approximately 7% between 2013 and 2017, according to the NPD Group.3 While growth in the category is slowing, four of the five fastest-growing restaurant chains in the US last year were Fast Casual, each reporting year-over-year growth between 30% and 80%. Characteristics of high-growth companies in this sector have often included integrated technology, online ordering, to-go services, and on trend food with menu items that are seasonal or personalized. NOTABLE TRANSACTIONS J. H. Whitney & Co. Acquires Firebirds Wood Fired Grilled (January 2019, Undisclosed) - J.H. Whitney & Co. acquired Wood Fired Grill from Angelo Gordon & Co. Hailed as one of America’s Top 50 Emerging Restaurant Chains of 2018 by Food Newsfeed, Firebirds is a “polished casual” Has Acquired restaurant chain serving steaks, seafood and burgers that generated $161 million in sales in 2018.4 Firebirds expanded from 18 to 48 locations while owned by Angelo Gordan in 2011. Hargett Hunter Capital Partners & TriSpan Acquires Stacked Restaurants (September 2018, Undisclosed) - Hargett Hunter Capital and TriSpan acquired the five unit California-based Stacked. Stacked is a differentiated growth brand with an innovative approach to ordering. Diners at Stacked use tablets to “stack” their own customized salads, entrees and other dishes by selecting the ingredients of choice to create customized dishes. Has Acquired Butterfly Equity Acquires Modern Market (February 2018, Undisclosed) – Los Angeles-based PE firm Butterfly Equity acquired the farm-to-table Fast Casual restaurant chain Modern Market in February. With 28 locations across Colorado, Texas, Arizona, Washington DC, and Maryland, Modern Market serves sustainably-sourced, made from scratch meals with organic ingredients. Subsequently, Butterfly announced that it plans to merge Modern Market with Lemonade, another ingredient driven Fast Casual restaurant chain serving healthy food which Butterfly Equity also owns. Has Acquired 3 | RESTAURANTS Q1 2019 CONSOLIDATION PLAYS The number of chain restaurants is projected to grow at an annualized rate of 2.0% over the five years according to IBISWorld.5 This expansion is expected to drive consolidation as companies seek to gain dominance in the fragmented market through acquisition of new technology, locations, and concepts. Labor pressure is also a driver of consolidation and restaurants have sought to improve profitability through shared services and management teams. Additionally, the favorably low interest rate environment has made acquisitions attractive because of the low cost of capital and prospects for higher investment returns. Since its inception in 2000, Roark Capital has spent billions consolidating restaurants into a formidable portfolio, frequently completing public-to-private transactions. Its franchise investments include Arby’s, Rusty Taco, Carl’s Jr., Hardee’s, Corner Bakery, Auntie Anne’s Pretzels, Carvel Ice Cream, Cinnabon, McAlister’s Deli, Moe’s Southwest Grill, Jim ‘N Nick’s BBQ, Jimmy John’s, and Wingstop. In 2018, Roark Capital-backed Focus Brands acquired Jamba Juice for $200 million. Roark also completed two take-private transactions through its holding company Inspire Brands (owner of Arby’s Restaurant Group). In February, Inspire Brands closed its acquisition of Buffalo Wild Wings ($2.9 billion at 11.2x EV/EBITDA) and in December it completed its acquisition of Sonic ($2.3 billion at 16x EV/EBITDA). On the public company front, Restaurant Brands International (NYSE:QSR) has built the third-largest global quick-service restaurant chain with iconic North American concepts Burger King, Tim Hortons, and Popeyes Louisiana Kitchen. The company is majority owned (51%) by Brazilian investment firm “This is not just Arby’s buying Buffalo 3G Capital. Restaurant Brands International (RBI) has profited from rapid growth with $32 billion in Wild Wings or Sonic. This is Arby’s sales last year and revenue increases of 7.9% and 7.4%, in 2017 and 2018 respectively.6 buying a company, integrating the Looking ahead, the RBI will prioritize integrating company, and changing from a single- technology into its stores with more options like its branded company to a multi-branded Q4 launched mobile order and pay application for Burger King. Analysts surmise that given RBI’s organization.” strong growth trajectory the company is ready to take on another leading franchise in 2019. —Christian Charnaux, Chief Growth Officer, Inspire Brands7 4 | RESTAURANTS Q1 2019 COMPANY SPOTLIGHT Founded: 1828 Headquartered: Luxembourg Entity Type: Private Equity Total Investments: ~35 JAB Holding Company, owned by the billionaire Reimann family and based in Germany, has been a leading example of a private equity group that has built an empire of food and beverage brands through strategic acquisitions. As shown in the timeline below, JAB has aggressively, and strategically, expanded its presence, specifically within the coffee and bakery market. The firm continues to build its portfolio and has recently completed the deals highlighted below. JAB Acquires Revive Kombucha (December 2018, Undisclosed) – Through its subsidiary Peet’s Coffee, JAB acquired organic craft Kombucha brewery company, Revive Kombucha, in December. According to Eric Lauterbach, President of the Consumer Division at Peet’s, Kombucha is a “natural adjacency to ready-to-drink coffee.”8 The deal will expand Peet’s Coffee retail business and give it access to more than 2,000 established distribution channels. JAB Acquires Pret A Manger (May 2018, $1.9 Billion) – In May, JAB acquired British bakery and sandwich chain Pret A Manger for almost $2 billion. Pret, whose products include salads, pastries, and organic coffee, was founded in 1986 and has grown to more 500 locations across the globe. The acquisition builds on JAB’s take-private acquisition of Panera Bread (April 2017, $7.2 billion) and its subsequent purchase of Au Bon Pain (November 2017, undisclosed), which added 300 bakery locations in highly-trafficked transportation terminals, universities, and hospitals. JAB Acquires Dr. Pepper Snapple Group (January 2018, $18.9 Billion) – In the largest soft deal drink in history, JAB has acquired Dr. Pepper Snapple Group Inc. (NYSE:DPS) for $18.9 billion via its existing Keurig Green Mountain platform
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