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US Restaurant Chain TGI Fridays Agrees to Allegro Merger in USD 30m Deal
Thursday 14 November 2019

14 November 2019 - Texas, US-based restaurant chain TGIF Holdings, LLC (TGI Fridays) has signed an agreement for a business combination transaction with US-based special purpose acquisition group Allegro Merger Corp., resulting in publicly listing Fridays, the company said.
At closing, TGIF's holders will receive a combination of cash and stock valued at USD 30m and Allegro will assume approximately USD 350m of net debt.
The majority owners of TGIF, funds managed by TriArtisan Capital Advisors LLC, expect to exchange a majority of their ownership in the TGIF business for shares of Allegro and significant holder MFP Partners, L.P.
The pro forma valuation of the combined business, assuming a USD 10.16 stock price, represents a relative discount to comparable publicly traded dining concepts.
This transaction is expected to allow the TGIF business to delever its balance sheet and provide it with the capital to fund future growth.
TGI Fridays is an American casual dining bar and grill concept founded in 1965, with locations in over 55 countries, including 442 international franchised units and 396 domestic units (144 company owned and 252 franchised).
System-wide sales for the twelve months ended September 30, 2019 were approximately USD 2.0bn and the average annual unit volume was approximately USD 2.7m.
Allegro Merger Corp. (NASDAQ: ALGR) was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalisation, reorganisation or other similar business combination, one or more businesses or entities.
TriArtisan Capital Advisors is a New York-based private equity investing firm.
TriArtisan's flexible institutional capital allows it to invest in companies requiring a range of investment needs, including leveraged buyouts, growth equity investments, spin-offs, carve-outs, roll-ups, recapitalisations and restructurings.
For the purposes of this transaction, Allegro is represented by Graubard Miller and TGIF is represented by Ropes and Gray LLP. Cantor Fitzgerald and Piper Jaffray and Co. are acting as capital market advisors to Allegro.
Date Published: 14/11/2019
Target: TGIF Holdings, LLC (TGI Fridays)
Country: USA
Deal Size: 30m (USD)
Sector: Hotels/Restaurants/Casinos/Catering
Type: LBO
Financing: Cash and Stock
Status: Agreed
Buyer: Allegro Merger Corp
Buyer Advisor: Graubard Miller , Cantor Fitzgerald , Piper Jaffray and Co