Bojangles’, Inc. announced Nov. 6 that it has entered into a definitive agreement to be acquired by Durational Capital Management LP and The Jordan Company, L.P. Under the terms of the agreement, Durational Capital Management LP and The Jordan Company, L.P. will acquire the Company in an all cash transaction. Bojangles’ stockholders will receive $16.10 per share, representing a 39% premium to the closing share price of Feb. 12, a day prior to initial speculation regarding a potential transaction involving Bojangles’ and a premium of approximately 30% to the 90-day volume weighted average price ending on Feb. 12. The offer represents a 15% premium to the closing share price of Sept. 27, a day prior to a published report that Bojangles’ is exploring strategic alternatives.

Transaction details

The acquisition, which has been unanimously approved by Bojangles’ Board of Directors, is subject to stockholder approval and other customary closing conditions. Concurrently with the execution of the acquisition agreement, Bojangles’ majority stockholder executed a customary voting agreement whereby it agreed (among other things) to vote its shares in favor of the acquisition. The transaction is expected to be completed in the first quarter of fiscal year 2019. Upon closing of the transaction, Bojangles’ will continue to be operated as an independent, privately-held company and will remain based in Charlotte, N.C.

Statements by Randy Kibler and William Kussell, Bojangles’

“For the Bojangles’ family of employees, franchisees, and our customers, today’s announcement represents an exciting next phase for this great brand. The new ownership group is committed to maintaining the qualities of this brand that have sustained it for over four decades,” said Randy Kibler, Bojangles’ Interim President and CEO.

“In consultation with our outside advisors, the Board of Directors has been evaluating several strategic alternatives over the last several months. We are confident that this agreement offers a promising opportunity to realize the highest value for our stockholders while providing a strong path forward for the Bojangles’ brand, its employees, franchisees, and loyal customers,” said William A. Kussell, Director and Non-Executive Chairman of Bojangles’.

Statements by Durational Capital Management and The Jordan Company

“Bojangles’ is an iconic brand with an authentic Southern heritage and a deeply loyal following,” said Eric Sobotka, Managing Partner at Durational Capital Management. “We have admired the brand and its high quality and craveable food for years, and we look forward to partnering closely with the employees and franchisees to drive its future growth and continued success.”

“Bojangles’ has a differentiated offering, a talented team of employees and dedicated franchisees that are committed to their businesses and their communities,” said Ian Arons, Partner at The Jordan Company. “We are excited to invest in a company with such great growth potential, and we believe that with our and our partners’ support, Bojangles’ will be well-positioned for long-term success.”

Advisors

BofA Merrill Lynch acted as financial advisor and Shearman & Sterling LLP acted as legal counsel to Bojangles’ and its Board of Directors. Houlihan Lokey also acted as financial advisor to Bojangles’ and its Board of Directors.

Citigroup Global Markets Inc. served as financial advisor to the consortium and, together with KKR Capital Markets LLC, provided fully committed financing in support of the transaction. Akin, Gump, Strauss & Feld LLP, Kirkland & Ellis LLP, and Seyfarth Shaw LLP acted as legal counsel in connection with the transaction.

Cancellation of third fiscal quarter 2018 conference call

Bojangles’ also announced that it will no longer hold its previously scheduled third fiscal quarter 2018 conference call and webcast on Nov. 8 at 5:00 p.m. Eastern Time.

The company will still issue an earnings press release with third fiscal quarter 2018 financial results after the market close on Nov. 8, and will file its quarterly report on Securities and Exchange Commission (SEC) Form 10-Q on or before Nov. 9.