TGI Fridays’ Merger with Allegro Merger Corp.

Graubard Miller is representing Allegro and Ropes & Gray LLP is representing TGIF in the transaction. Cantor Fitzgerald and Piper Jaffray & Co. are acting as capital market advisors to Allegro.

TGIF Holdings, parent company of TGI Fridays, entered into an agreement to combine TGI Fridays with Allegro Merger Corp. The combination will result in TGI Fridays becoming a publicly-listed company.

TGIF Holdings’ and Allegro’s Boards of Directors unanimously approved the merger agreement and Allegro’s Board recommends that its stockholders approve the transaction.

Allegro intends to hold a shareholders meeting to extend the investment period of the SPAC to March 31, 2020, following which it will call and convene a special meeting of shareholders to approve the merger and related matters.

At closing, TGIF’s holders will receive a combination of cash and stock valued at $30 million and Allegro will assume approximately $350 million 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., led by Michael F. Price, intends to exchange all of its ownership in the TGIF business for shares of Allegro. TGIF’s existing holders may receive an additional two million shares of Allegro common stock contingent upon achievement of specified post-closing performance metrics of the business. The pro forma valuation of the combined business, assuming a $10.16 stock price, represents a relative discount to comparable publicly traded dining concepts.

The transaction is expected to close in the first quarter of 2020, subject to customary closing conditions.

Allegro is a publicly-traded special purpose acquisition company (SPAC) that currently trades under the ticker ALGR.

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.

The Ropes & Gray team advising TGIF was led by mergers & acquisitions partners Michael Littenberg (Picture) and Emily Oldshue, and included tax partner Adam Greenwood and benefits partner Josh Lichtenstein.

Involved fees earner: Adam Greenwood – Ropes & Gray; Joshua Lichtenstein – Ropes & Gray; Michael Littenberg – Ropes & Gray; Emily Oldshue – Ropes & Gray;

Law Firms: Ropes & Gray;

Clients: TGI Fridays Restaurants;

Author: Ambrogio Visconti