Spice Private Equity’s Acquisition of Bravo Brio Restaurant Group


Dechert LLP served as legal advisor and Piper Jaffray & Co. served as financial advisor to BBRG. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to GP.

Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG), GP Investments, Ltd. (“GP”), and its controlled company Spice Private Equity Ltd., a Swiss investment company focused on private equity investments, finalized a merger agreement under which an affiliate of Spice will acquire Bravo Brio Restaurant Group for a total enterprise value of approximately $100 million. The transaction proceeds will be funded by Spice, along with certain third party financing sources.

Under the terms of the merger agreement, BBRG’s shareholders will receive $4.05 per share in cash. The purchase price represents a premium of approximately 37% over the volume weighted average price of the Company’s shares for the 90-day period immediately preceding the date of the agreement. BBRG will report annual sales in excess of $400 million for the year ended December 31, 2017, and owns and operates 110 locations in 32 states across the country.

The merger agreement has been unanimously approved by BBRG’s Board of Directors. The transaction is subject to shareholder approval and other customary closing conditions and is expected to be completed by the end of the second quarter of 2018.

GP Investments is a leading alternative investment firm. Since its founding in 1993, GP Investments has raised $5 billion from investors worldwide and has completed investments in more than 50 companies and has executed over 20 equity capital market transactions.

Spice Private Equity Ltd. is a Swiss investment company focused on private equity investments. Spice Private Equity Ltd. has over a decade of operating history and is managed by GP Advisors, a subsidiary of GP.

Bravo Brio Restaurant Group, Inc. is a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG has positioned its brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment.

The Paul, Weiss team included corporate partners David Klein (Picture) and Thomas de la Bastide and counsel Stephen Koo and Philip Heimowitz; employee benefits partner Andrew Gaines; tax partner David Mayo; real estate partner Mitchell Berg; intellectual property partner Claudine Meredith-Goujon; environmental counsel William O’Brien; and antitrust counsel Marta Kelly.

Involved fees earner: David M. Klein – Paul Weiss Rifkind Wharton & Garrison; Stephen Koo – Paul Weiss Rifkind Wharton & Garrison; Thomas de la Bastide – Paul Weiss Rifkind Wharton & Garrison; Andrew Gaines – Paul Weiss Rifkind Wharton & Garrison; David Mayo – Paul Weiss Rifkind Wharton & Garrison; Mitchell Berg – Paul Weiss Rifkind Wharton & Garrison; Claudine Meredith-Goujon – Paul Weiss Rifkind Wharton & Garrison; William O’Brien – Paul Weiss Rifkind Wharton & Garrison; Marta Kelly – Paul Weiss Rifkind Wharton & Garrison; Philip Heimowitz – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Weiss Rifkind Wharton & Garrison;

Clients: GP Investments Ltd.;

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Author: Ambrogio Visconti