Hooters Franchise Announces $106 Million Asset Purchase Agreement
United States of America (Press Release) July 8, 2008 --
Texas Wings Incorporated announced today that it has entered into an Asset Purchase Agreement to sell substantially all the assets of Texas Wings Incorporated and their 45 related Hooters branded restaurants (collectively “Texas Wings”) to Chanticleer Holdings, Inc. (“Chanticleer”) for total consideration of approximately $106 million, including $53 million in cash, $37 million in Chanticleer common shares and a $16 million convertible seller's note (the “Transaction”).
Chanticleer will combine Texas Wings with Hooters, Inc. (“HI”) and HI’s 22 Hooters restaurants, which Chanticleer agreed to acquire on March 7, 2008, to create one operating company. Texas Wings is the strongest franchisee in the Hooters restaurant system and when combined with HI, which was the original creator of the Hooters concept, together they will form the standard bearer for the Hooters brand.
The Transaction is subject to a number of customary closing conditions and is anticipated to close during the 3rd Quarter of 2008, concurrently with the closing of the HI acquisition. The final purchase price will be determined after the completion of the 2007 fiscal year audit.
Chanticleer is currently a closed end business development company traded under the ticker symbol CEEH.OB. Shortly after the closing of the transactions, Chanticleer will convert to business operating company and will evaluate listing options.
Texas Wings is a Texas-sized example of the American Dream. Kelly and Judy Hall opened their first Texas Wings restaurant in Dallas’ West End almost 20 years ago. Founder and President, Kelly Hall, said, “Early on, our partners had to have the same faith that we had. Our team worked hard and our partners stayed the course. Everything was riding on the success of the first store, because that’s all we had. If the first store wasn’t successful, we were finished. We relate to HI and its story because we both went ‘all in’ with one restaurant. Now, our 45 restaurants and strong management team are combining with old friends.” He added, “I have known Neil Keifer, HI’s CEO, and the HI team for a long time, and I believe that these two companies have what it takes to reach another level of success together, which is why we are maintaining a controlling interest in the combined entity.”
HI opened the Original Hooters restaurant 25 years ago in Florida. HI was the creator of the Hooters concept and is led by Neil Keifer, who has been with HI since inception, first as outside counsel and now as the CEO. Currently, HI operates 22 Hooters restaurants in Tampa, Chicago, and Manhattan. HI holds a perpetual license and is not a franchisee. When HI sold the Hooters brand to Hooters of America, HI retained unique acquisition and operational rights in the divesture, which will benefit the Company going forward. HI has the right to acquire existing Hooters franchisees without the consent of the franchisor, and HI has significant flexibility in the manner in which it operates its restaurants, rights that will benefit the Texas Wings business upon the closing of the Transaction. These unique rights, combined with Chanticleer’s right to match any offer for the acquisition of Hooters of America, leave Chanticleer with many avenues for substantial growth within the Hooters family.
Chanticleer CEO, Mike Pruitt remarked, “This Transaction will combine two of the strongest licensors in the Hooters network totaling 67 restaurants including twelve of the top twenty grossing restaurants in the entire system. These two transactions will give us an excellent platform for expansion, over $200 million in annualized revenue, and are in the best long-term interest of the restaurants, our outstanding employees, and all stockholders.” For more information on Chanticleer Holdings, Inc., please visit www.chanticleerholdings.com.
Representing Texas Wings in the acquisition, Dallas corporate attorney Jeff Cash echoed Mr. Hall’s and Mr. Pruitt’s comments saying, “Both parties are very pleased with the results of this acquisition and look forward to working together. The originator of the concept combining with the strongest franchisee in the system makes for an exciting future.” Mr. Cash continued, “When you work on mergers and acquisitions, you gain a very intimate understanding of each business involved. Collaborating with both teams has been a privilege. The combination of people from HI and Texas Wings is impressive. They understand how to run this business.”
Jeff Cash focuses his practice on mergers and acquisitions, private equity, and general corporate counseling. Recently named by D Magazine as one the “Best Lawyers in Dallas,” for the second year in a row, Mr. Cash also has extensive experience developing and negotiating a variety of strategic ventures, dispositions, and venture capital transactions.
Cash Klemchuk Powers Taylor LLP offers an array of services in the areas of corporate transactions, intellectual property, and litigation. Located in Dallas, Texas, CKPT supports a client base from individuals and startups to established companies. For more information on the firm, please visit www.ckptlaw.com.
David Richardson is also assisting on the acquisition. He is a partner with Cramer Weatherbie Richardson LLP, and practices in real estate and commercial transactions. Cramer Weatherbie Richardson LLP is a real estate boutique firm in Dallas, Texas with a broad client base ranging from publicly-traded companies to private investors. Mr. Richardson may be reached at drichardson@cwrfirm.com
Chanticleer will combine Texas Wings with Hooters, Inc. (“HI”) and HI’s 22 Hooters restaurants, which Chanticleer agreed to acquire on March 7, 2008, to create one operating company. Texas Wings is the strongest franchisee in the Hooters restaurant system and when combined with HI, which was the original creator of the Hooters concept, together they will form the standard bearer for the Hooters brand.
The Transaction is subject to a number of customary closing conditions and is anticipated to close during the 3rd Quarter of 2008, concurrently with the closing of the HI acquisition. The final purchase price will be determined after the completion of the 2007 fiscal year audit.
Chanticleer is currently a closed end business development company traded under the ticker symbol CEEH.OB. Shortly after the closing of the transactions, Chanticleer will convert to business operating company and will evaluate listing options.
Texas Wings is a Texas-sized example of the American Dream. Kelly and Judy Hall opened their first Texas Wings restaurant in Dallas’ West End almost 20 years ago. Founder and President, Kelly Hall, said, “Early on, our partners had to have the same faith that we had. Our team worked hard and our partners stayed the course. Everything was riding on the success of the first store, because that’s all we had. If the first store wasn’t successful, we were finished. We relate to HI and its story because we both went ‘all in’ with one restaurant. Now, our 45 restaurants and strong management team are combining with old friends.” He added, “I have known Neil Keifer, HI’s CEO, and the HI team for a long time, and I believe that these two companies have what it takes to reach another level of success together, which is why we are maintaining a controlling interest in the combined entity.”
HI opened the Original Hooters restaurant 25 years ago in Florida. HI was the creator of the Hooters concept and is led by Neil Keifer, who has been with HI since inception, first as outside counsel and now as the CEO. Currently, HI operates 22 Hooters restaurants in Tampa, Chicago, and Manhattan. HI holds a perpetual license and is not a franchisee. When HI sold the Hooters brand to Hooters of America, HI retained unique acquisition and operational rights in the divesture, which will benefit the Company going forward. HI has the right to acquire existing Hooters franchisees without the consent of the franchisor, and HI has significant flexibility in the manner in which it operates its restaurants, rights that will benefit the Texas Wings business upon the closing of the Transaction. These unique rights, combined with Chanticleer’s right to match any offer for the acquisition of Hooters of America, leave Chanticleer with many avenues for substantial growth within the Hooters family.
Chanticleer CEO, Mike Pruitt remarked, “This Transaction will combine two of the strongest licensors in the Hooters network totaling 67 restaurants including twelve of the top twenty grossing restaurants in the entire system. These two transactions will give us an excellent platform for expansion, over $200 million in annualized revenue, and are in the best long-term interest of the restaurants, our outstanding employees, and all stockholders.” For more information on Chanticleer Holdings, Inc., please visit www.chanticleerholdings.com.
Representing Texas Wings in the acquisition, Dallas corporate attorney Jeff Cash echoed Mr. Hall’s and Mr. Pruitt’s comments saying, “Both parties are very pleased with the results of this acquisition and look forward to working together. The originator of the concept combining with the strongest franchisee in the system makes for an exciting future.” Mr. Cash continued, “When you work on mergers and acquisitions, you gain a very intimate understanding of each business involved. Collaborating with both teams has been a privilege. The combination of people from HI and Texas Wings is impressive. They understand how to run this business.”
Jeff Cash focuses his practice on mergers and acquisitions, private equity, and general corporate counseling. Recently named by D Magazine as one the “Best Lawyers in Dallas,” for the second year in a row, Mr. Cash also has extensive experience developing and negotiating a variety of strategic ventures, dispositions, and venture capital transactions.
Cash Klemchuk Powers Taylor LLP offers an array of services in the areas of corporate transactions, intellectual property, and litigation. Located in Dallas, Texas, CKPT supports a client base from individuals and startups to established companies. For more information on the firm, please visit www.ckptlaw.com.
David Richardson is also assisting on the acquisition. He is a partner with Cramer Weatherbie Richardson LLP, and practices in real estate and commercial transactions. Cramer Weatherbie Richardson LLP is a real estate boutique firm in Dallas, Texas with a broad client base ranging from publicly-traded companies to private investors. Mr. Richardson may be reached at drichardson@cwrfirm.com
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