CONTACT:
Stephanie
L. Amberg
Vice President of Public Relations
813/282-1225
OSI Restaurant
Partners, Inc. Announces Completion of Acquisition
by Bain Capital, Catterton Partners and Company Founders
TAMPA, Fla., June 14 -- OSI Restaurant
Partners, Inc. today announced the completion
of its acquisition by an investor group comprised
of private equity firms Bain Capital Partners, LLC
and Catterton Management Company, LLC, as well as
company founders Chris T. Sullivan, Robert D. Basham
and J. Timothy Gannon, and certain members of OSI
management.
Under the terms of the $3.5 billion transaction,
OSI stockholders are entitled to receive $41.15 per
share in cash. Messrs. Sullivan, Basham and Gannon
agreed with Kangaroo Holdings, Inc., an entity controlled
by funds associated with Bain Capital Partners and
Catterton Management Company to receive only $40.00
per share in cash for their shares in a sale transaction
with a member of the investor group consummated immediately
prior to completion of the transaction. Separately,
Messrs. Sullivan, Basham and Gannon contributed shares
to Kangaroo Holdings, Inc. in exchange for its stock,
and those shares have been exchanged at a per share
valuation of $40.00 per share.
With the transaction
complete, Bain Capital owns a majority interest in
OSI, and Catterton Management and the company founders
own a minority stake. The current OSI senior management
team, led by Bill Allen and Paul Avery, will continue
to operate the business, and has also acquired a
minority stake in the company.
"We believe that
our restaurant concepts are better positioned to
focus on opportunities and to execute our business
initiatives as a private company," said Bill
Allen, Chief Executive Officer of OSI Restaurant
Partners, Inc. With the support and loyalty of our
partners we are confident we can accomplish our objectives.
Our team looks forward to working with Bain Capital
and Catterton Partners, whose support and extensive
experience in the restaurant industry will help us
open a new and exciting chapter in our company's
history."
OSI common stock has ceased trading
on the New York Stock Exchange prior to the open
of the market on June 14, 2007, and is no longer
listed.
As previously announced, on June 5, 2007,
OSI stockholders approved the merger at a special
meeting. Stockholders who hold shares through a bank
or broker will not have to take any action to have
their shares converted into cash, since these conversions
will be handled by the bank or broker. Stockholders
who hold certificates can exchange their certificates
for $41.15 per share in cash, without interest, through
OSI's transfer agent, Bank of New York. Bank of New
York will be mailing out instructions to registered
stockholders in the next several days regarding specific
actions they will need to take to exchange their
shares for the cash consideration.
About OSI Restaurant
Partners
OSI Restaurant Partners' portfolio of brands
consists of Outback Steakhouse, Carrabba's Italian
Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine
Bar, Roy's, Lee Roy Selmon's, Blue Coral Seafood & Spirits
and Cheeseburger in Paradise restaurants. It has
operations in 50 states and 20 countries internationally.
About
Bain Capital
Bain Capital Partners, LLC (www.baincapital.com
) is a global private investment firm that manages
several pools of capital including private equity,
venture capital, public equity and leveraged debt
assets with approximately $50 billion in assets under
management. Since its inception in 1984, Bain Capital
has made private equity investments and add-on acquisitions
in over 230 companies around the world, including
such restaurant concepts as Domino's Pizza, Dunkin'
Brands and Burger King, and retailers including Toys "R" Us,
AMC Entertainment, Michael's Stores, Staples and
Burlington Coat Factory. Headquartered in Boston,
Bain Capital has offices in New York, London, Munich,
Tokyo, Hong Kong and Shanghai.
About Catterton
With
more than $2 billion under management, Catterton
Partners is a leading private equity firm in the
U.S. focused exclusively on the consumer industry.
Since its founding in 1990, Catterton has leveraged
its investment capital, strategic and operating skills,
and network of industry contacts to establish one
of the strongest investment track records in the
consumer industry. Catterton invests in all major
consumer segments, including Food and Beverage, Retail
and Restaurants, Consumer Products and Services,
and Media and Marketing Services. Catterton has led
investments in companies such as Build-A-Bear Workshop,
Cheddar's Restaurant Holdings Inc., P.F. Chang's
China Bistro, Baja Fresh Mexican Grill, First Watch
Restaurants, Frederic Fekkai, Kettle Foods, Farley's
and Sathers Candy Co., and Odwalla, Inc., More information
about the firm can be found at www.cpequity.com.
Forward-Looking
Statements
This document includes statements that
do not directly or exclusively relate to historical
facts. Such statements are "forward-looking
statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking
statements include statements regarding benefits
of the completed transaction and future performance.
These statements are based on the current expectations
of management of OSI Restaurant Partners. There are
a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this document. For example,
among other things, OSI Restaurant Partners may be
adversely affected by unexpected costs of the transaction
or by other economic, business and/or competitive
factors. Additional factors that may affect the future
results of OSI Restaurant Partners are set forth
in its filings with the Securities and Exchange Commission
("SEC"), which are available at http://www.sec.gov.
Unless required by law, OSI Restaurant Partners undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information,
future events or otherwise.
SOURCE
OSI Restaurant
Partners, Inc.
CONTACT: Dirk Montgomery, Chief Financial
Officer of OSI Restaurant Partners, Inc., +1-813-282-1225;
Alex Stanton of Stanton Crenshaw Communications,
+1-212-780-1900, alex@stantoncrenshaw.com, for Bain
Capital; Barrett Golden of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449, for Catterton Partners
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