Business Combination with Banyan
Acquisition Corp. Expected to Be Completed by End of 2023
- Highly differentiated, multi-dimensional dining and
entertainment brand operating iconic destinations across the U.S.,
generating average unit volumes of more than $8 million(1) and
venue-level EBITDA margins in excess of 17%
- Proven national portability with 13 venues open and operating
across eight states, six venues under construction, additional
venues expected to be opened by the end of calendar year 2024,
white space opportunity for approximately 150 locations in the
U.S., and additional international potential
- Pinstripes is a founder-led, profitable and highly scalable
platform and expects to deliver robust financial performance, with
projected calendar year 2024 revenue and adjusted EBITDA(2) of
approximately $185 million - $195 million and $30 million - $33
million, respectively
- Merger with Banyan Acquisition Corporation (NYSE:BYN) supports
further expansion of the Pinstripes brand, accelerating growth into
premier destinations across the U.S, and internationally
- The transaction values the combined company at a pro forma
enterprise value of approximately $520 million at $10 per share,
and includes an upfront equity investment of more than $20 million
directly in Pinstripes by Middleton Partners. Upon closing of the
transaction, existing Pinstripes shareholders will receive
consideration consisting entirely of shares of the surviving public
combined company
Pinstripes, Inc. (“Pinstripes,” or “the Company”), a
best-in-class experiential dining and entertainment brand combining
bistro, bowling, bocce and private event space, today announced its
plan to go public via a business combination with Banyan
Acquisition Corp. (NYSE: BYN) (“Banyan”), that would result in
Pinstripes becoming a publicly-listed company. Upon the closing of
the transaction, Pinstripes’ common stock and warrants are expected
to be listed on the NYSE under the ticker symbols “PNST” and “PNST
WS”, respectively.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230623537812/en/
Pinstripes, a Best-in-Class Experiential
Dining and Entertainment Brand, to Become a Public Company.
Location pictured: Pinstripes in Bethesda, Maryland. (Photo:
Business Wire)
Pinstripes is led by Founder and CEO Dale Schwartz, who will
continue to lead the company with his seasoned leadership team.
Banyan is led by Chairman Jerry Hyman and Chief Executive Officer
Keith Jaffee, both foodservice industry veterans.
Company Overview
Pinstripes provides a “home away from home” where guests can
celebrate life while enjoying delicious food, entertainment and
socializing. Despite the increase in virtual connectivity over the
last several years, people feel less connected than ever before and
are seeking ways to bring back the human-to-human connections that
have been lost. Pinstripes addresses this problem by offering
curated experiences to create meaningful connections, and the
Company sits at the confluence of three dynamic markets with broad
consumer appeal: casual dining, entertainment and private
events.
This ability to offer curated and engaging experiences across a
broad range of occasions enables Pinstripes to generate revenue
from numerous sources, including:
- Dining: Made-from-scratch dining features lunch, dinner
and weekend brunch menus, beer and wine dinner pairings featuring
Italian/American wineries and local craft breweries, and
exceptional service that results in Pinstripes’ best-in-class food
and beverage offerings.
- Lifestyle and Entertainment: Pinstripes combines the
casual elegance of a local bistro serving Italian-American cuisine
with the entertainment and excitement of bowling and bocce,
providing the perfect venue for socializing and friendly
competition with family, friends and co-workers.
- Private Events: Dynamic ballrooms and private event
spaces provide a multitude of options for event sales team members
to tailor extraordinarily unique gatherings of 20 to 1,500 people
for social parties (e.g., weddings, birthdays, bar-mitzvahs,
anniversaries) and corporate events (e.g., team-building, company
meetings, recruiting and holiday parties). In addition, Pinstripes
provides off-site catering (typically breakfast and lunch) for
local businesses and off-site weddings and other celebrations,
further enhancing brand awareness and sales productivity.
With 13 venues now open in eight states and Washington D.C. and
six more under construction that are expected to open by early
2024, Pinstripes is capitalizing on its sizable domestic
white-space growth opportunity. Furthermore, Pinstripes, along with
its real estate partners, has strong conviction that the brand will
have significant global appeal; the same domestic retail and
consumer trends that are compelling developers to seek tenants’
experiential concepts are also visible in international
markets.
Dale Schwartz, Founder and CEO of Pinstripes, stated: “We
founded Pinstripes in 2007 to create the fun interactions and
celebrations that people crave, by uniquely combining
made-from-scratch dining with the timeless games of bowling and
bocce. Our iconic community-gathering venues feed the souls of
guests of all ages. Every day and everywhere, our passionate and
dedicated Pinstripes team is committed to creating extraordinary,
magical connections – from the first bite, to the first strike, to
the first kiss, to the first laugh – that bring out the best in
everyone.”
Mr. Schwartz continued, “We are at a strategic inflection point
of substantial growth, and believe we are well-positioned to
capitalize on the exciting experiential trends in the global
marketplace. Moreover, we are excited to partner with the great
team at Banyan on this transaction to help us access additional
capital from the public markets and further scale our winning
combination of dining and entertainment. We are targeting sales and
Adjusted EBITDA growth of more than 20% per year over the next
several years as we further expand our business and execute our
plan.”
Jerry Hyman, Chairman of Banyan, commented: “Upon the
founding of Banyan Acquisition Corp., we declared our aim to
identify an appealing business with promising growth opportunities
that would benefit from our expertise and experience in the
foodservice industry. We sought a company with a strong market
position, competitive advantages, and a highly experienced
management team that has a proven track record of maximizing value
while upholding the utmost integrity. Today, we are delighted to
announce that we are accomplishing this objective through our
proposed merger with Pinstripes.”
Keith Jaffee, CEO of Banyan, added, “Pinstripes has
distinctly separated itself from its peers, as its phenomenal
cuisine results in a 75/25 revenue split between food and games. On
behalf of our fellow Banyan stockholders, we’d like to thank Dale
Schwartz and his entire team, and we look forward to becoming part
of the Pinstripes family.”
Pinstripes Investment
Highlights
- Best-in-class multidimensional brand. Pinstripes was
founded to satisfy the consumer demand for authentic human
connections across everyday and special occasions. Its experiential
dining and entertainment brand creates extraordinary experiences
through a winning combination of made-from-scratch dining and
sophisticated fun.
- Well-balanced and highly profitable business model.
Premium food and dining, open play (bowling and bocce) and private
event experiences comprise three distinct revenue channels and
headline Pinstripes’ exciting offering. The Company’s
industry-leading AUV performance within each channel puts
Pinstripes in a class of its own among dining and entertainment
brands.
- Traffic driver for retail centers. Innovative restaurant
and experiential brands are filling the void as key traffic
creators in shopping centers, as legacy anchor tenants close
stores. Pinstripes has a robust pipeline of iconic potential sites
as a result of the Company’s highly differentiated dining and
entertainment offering and ability to occupy large spaces and
attract consumers.
- Enormous whitespace for expansion. In addition to its 13
existing locations, six sites under construction and numerous
additional sites under current consideration, Pinstripes is
implementing a methodical and strategic expansion plan. The Company
estimates a long-term white space opportunity of approximately 150
locations in the U.S., with substantial international
potential.
- Strong financial profile and growth trajectory.
Pinstripes offers a highly scalable platform that is delivering
strong financial results – calendar year 2024 net revenue is
estimated to grow to approximately $185 million - $195 million,
resulting in projected Adjusted EBITDA(2) of approximately $30
million - $33 million.
Transaction Overview
The transaction values the combined company at a pro forma
enterprise value of approximately $520 million, at $10.00 per
share.
Including the above-referenced investment of more than $20
million from Middleton Partners, the closing of the transaction is
conditioned upon the delivery of at least $75 million in gross cash
proceeds to the combined company, which will be used to support its
growth strategy and the continued opening of additional
locations.
The Boards of Directors of Pinstripes and Banyan have each
approved the transaction, the consummation of which is subject to
various customary closing conditions, including the filing and
effectiveness of an S-4 registration statement with the SEC,
approval of the stockholders of Banyan and Pinstripes (although
stockholders of Pinstripes sufficient to approve the deal have
entered into support agreements committing in favor of the
transaction) and delivery of the minimum gross cash proceeds
referenced above. The transaction is expected to close in the
fourth quarter of 2023.
Additional information, including a copy of the business
combination agreement and brand overview presentation, will be
provided in a Current Report on Form 8-K to be filed by Banyan with
the Securities and Exchange Commission (“SEC”) and will be
available on the Banyan website at
https://www.banyanacquisition.com/, the Pinstripes website at
www.pinstripes.com and at the SEC’s website at www.sec.gov/.
Advisors
William Blair & Company, L.L.C. is serving as financial and
capital markets advisor to Banyan. BTIG, LLC is serving as capital
markets advisor to Banyan. DLA Piper LLP (US) is serving as legal
counsel to William Blair & Company, L.L.C. and BTIG, LLC.
Harrington Park Advisors is acting as exclusive financial advisor
to Middleton Partners. Katten Muchin Rosenman LLP is acting as
legal advisor to Pinstripes, and Kirkland & Ellis is acting as
legal advisor to Banyan. Piper Sandler is serving as financial
advisor to Pinstripes on the equity investment funded by Middleton
Partners.
Investor Conference Call Information
Pinstripes and Banyan leadership will host a joint investor
conference call to discuss the proposed transaction today, June 23,
2023, at 7:30 AM ET. The conference call, as well as an
accompanying investor presentation, can be accessed at
banyanacquisition.com, or on the Pinstripes investor relations
website at pinstripes.com. Interested parties may also listen to
the prepared remarks via telephone by dialing 1-877-704-4453, or
for international callers, 1-201-389-0920 and entering meeting
number: 13739511. The telephone replay of the call will be
available until June 30, 2023 at 11:59 PM ET, and a replay of the
webcast will be archived on the investor relations website.
About Pinstripes, Inc.
Born in the Midwest, Pinstripes’ best-in-class venues offer a
combination of made-from-scratch dining, bowling and bocce and
flexible private event space. From its full-service
Italian-American food and beverage menu to its gaming array of
bowling and bocce, Pinstripes offers multi-generational activities
seven days a week. Its elegant and spacious 25,000 – 38,000 square
foot venues can accommodate groups of 20 to 1,500 people for
private events, parties, and celebrations. For more information on
Pinstripes, please visit www.pinstripes.com.
About Banyan Acquisition Corporation
Banyan Acquisition Corporation (NYSE: BYN) is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. The
Company is led by Chairman Jerry Hyman and Chief Executive Officer
Keith Jaffee. For more information on Banyan Acquisition
Corporation, please visit www.banyanacquisitioncorp.com.
Additional Information and Where to Find It
Banyan intends to file with the SEC a Registration Statement on
Form S-4 (as amended or supplemented, the “Registration
Statement”), which will include a preliminary proxy
statement/prospectus of Banyan, which will be both the proxy
statement to be distributed to holders of shares of Banyan’s common
stock in connection with the solicitation of proxies for the vote
by Banyan’s stockholders with respect to the proposed business
combination and related matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer and sale of the securities to be issued in the business
combination. After the Registration Statement is declared
effective, Banyan will mail a definitive proxy statement/prospectus
and other relevant documents to its stockholders. Banyan’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus, and
amendments thereto, and the definitive proxy statement/prospectus
in connection with Banyan’s solicitation of proxies for its
stockholders’ meeting to be held to approve the business
combination and related matters because the proxy
statement/prospectus will contain important information about
Banyan and Pinstripes and the proposed business combination. This
press release is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus or any other document
that Banyan will send to its stockholders in connection with the
business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
AND THE PARTIES TO THE BUSINESS COMBINATION.
The definitive proxy statement/prospectus will be mailed to
stockholders of Banyan as of a record date to be established for
voting on the proposed business combination and related matters.
Stockholders may obtain copies of the proxy statement/prospectus,
when available, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: Banyan Acquisition Corporation, 400
Skokie Blvd., Suite 820, Northbrook, IL 60062.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Participants in Solicitation
This press release is not a solicitation of a proxy from any
investor or security holder. However, Banyan and Pinstripes and
their respective directors, officers and other members of their
management and employees may be deemed to be participants in the
solicitation of proxies from Banyan’s stockholders with respect to
the proposed business combination and related matters. Investors
and security holders may obtain more detailed information regarding
the names, affiliations and interests of the directors and officers
of Banyan and Pinstripes in the proxy statement/prospectus relating
to the proposed business combination when it is filed with the SEC.
These documents may be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This press release is for informational purposes only, and is
not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Such forward-looking
statements are often identified by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “forecasted,” “projected,”
“potential,” “seem,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or otherwise
indicate statements that are not of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements and factors that
may cause actual results to differ materially from current
expectations include, but are not limited to: risks related to the
uncertainty of the projected financial information with respect to
Pinstripes, the risk related to Pinstripes’ current growth
strategy, Pinstripes’ ability to successfully open and integrate
new locations, the risks related to the capital intensive nature of
Pinstripes’ business, the ability of Pinstripes’ to attract new
customers and retain existing customers and the impact of the
COVID-19 pandemic, including the resulting labor shortage and
inflation, on Pinstripes. The forgoing list of factors is not
exhaustive and additional factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the business combination; (2) the outcome of any legal
proceedings that may be instituted against Banyan, the combined
company or others following the announcement of the business
combination and any definitive agreements with respect thereto; (3)
the inability to complete the business combination due to the
failure to obtain approval of the stockholders of Banyan or to
satisfy other conditions to closing; (4) changes to the proposed
structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business
combination; (5) the ability to meet stock exchange listing
standards following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of Pinstripes as a result of the announcement and
consummation of the business combination; (7) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain key relationships and retain its management
and key employees; (8) costs related to the business combination;
(9) changes in applicable laws or regulations; (10) the possibility
that Pinstripes or the combined company may be adversely affected
by other economic, business, and/or competitive factors and (11)
Pinstripes’ estimates of expenses and profitability. The foregoing
list of factors is not exhaustive.
The reader should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Banyan’s final prospectus dated January 19, 2022,
related to its initial public offering, Banyan’s Annual Report on
Form 10-K filed with the SEC on March 31, 2023 and other documents
filed by Banyan from time to time with the SEC.
The reader is cautioned not to place undue reliance on these
forward-looking statements, which only speak as of the date made,
are not a guarantee of future performance and are subject to a
number of uncertainties, risks, assumptions and other factors, many
of which are outside the control of Banyan and Pinstripes. Banyan
and Pinstripes expressly disclaim any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the
expectations of Banyan or Pinstripes with respect thereto or any
change in events, conditions or circumstances on which any
statement is based.
- Represents 13 venues open and operating for the full fiscal
year 2023, ended April 30, 2023.
- “EBITDA,” a non-GAAP measure, is defined as Net income (loss)
before interest expense (net of interest income), Income tax
expense (benefit), and Depreciation and amortization expense.
“Adjusted EBITDA,” a non-GAAP measure, is defined as EBITDA (as
defined above), excluding equity-based compensation expense, venue
pre-opening expenses, as well as certain non-recurring items that
the Company does not believe directly reflect its core operations
and may not be indicative of the Company's recurring business
operations; Adjusted EBITDA for projected periods referenced herein
includes management estimates for incremental costs associated with
being a publicly-traded company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230623537812/en/
Media: ICR for Pinstripes: PinstripesPR@icrinc.com
Investor Relations: ICR for Pinstripes:
PinstripesIR@icrinc.com
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