NRD Capital Completes Acquisition of Ruby Tuesday
December 21 2017 - 11:35AM
Ruby Tuesday, Inc. (NYSE:RT) (“Ruby Tuesday”) and NRD Capital
(“NRD”), an Atlanta-based private equity firm that specializes in
franchised and multi-location business investments, today announced
the successful acquisition of Ruby Tuesday by a fund managed by
NRD. The acquisition was announced on October 16, 2017, and the
transaction closed and became effective today.
Under the terms of the transaction, Company
shareholders will receive $2.40 per share in cash for each share
they own, without interest and less any applicable withholding
taxes. At a Special Meeting of Shareholders held yesterday in New
York, NY, shareholders approved the transaction by a large
majority.
In connection with the completion of the
acquisition, Ruby Tuesday (i) entered into a new credit facility
for a secured term loan in the amount of $115,000,000 and a new
$12,500,000 secured revolving credit facility; (ii) paid all
amounts due under its prior credit facility with UBS AG, Stamford
Branch, as administrative agent and issuing bank, and terminated
such credit facility; and (iii) provided notice of an optional
redemption to the holders of its 7.625% Senior Notes due 2020
pursuant to which the Company has elected to redeem $212,546,000 in
principal amount of the outstanding Notes on January 20,
2018.
As a result of the completion of the
acquisition, Ruby Tuesday’s common stock will cease trading on the
New York Stock Exchange. The Company also will make the necessary
filings with the Securities and Exchange Commission to end its
reporting obligations under the Securities Exchange Act of 1934, as
amended.
About Ruby Tuesday, Inc.
Ruby Tuesday, Inc. owns and franchises Ruby
Tuesday brand restaurants. As of December 1, 2017, there were 596
Ruby Tuesday restaurants in 41 states, 14 foreign countries, and
Guam. Of those restaurants, the company owns and operates 541 Ruby
Tuesday restaurants and franchises 55 Ruby Tuesday restaurants. The
company-owned and operated restaurants are concentrated primarily
in the Southeast, Northeast, Mid-Atlantic, and Midwest of the
United States, which are considered to be the company’s core
markets.
About NRD Capital
NRD Capital invests in brands that offer
superior products or services and compelling unit-level economics
in order to help them strategically grow through the power of
franchising. The fund was founded in 2014 by Aziz Hashim, one of
the world’s leading experts on franchising, with the goal of
leveraging operational and financial experience to position high
quality brands for accelerated but responsible growth. The
differentiated private equity fund takes a unique approach to
investing, applying operating expertise and leveraging its wide
network of franchisees, in addition to infusing capital in its
portfolio companies.
Forward Looking Statements
Certain statements in this communication
regarding the transaction between Ruby Tuesday and NRD are
“forward-looking” statements. The words “anticipate,” “believe,”
“ensure,” “expect,” “if,” “intend,” “estimate,” “probable,”
“project,” “forecasts,” “predict,” “outlook,” “aim,” “will,”
“could,” “should,” “would,” “potential,” “may,” “might,”
“anticipate,” “likely,” “plan,” “positioned,” “strategy,” and
similar expressions, and the negative thereof, are intended to
identify forward-looking statements. These forward-looking
statements, which are subject to risks, uncertainties and
assumptions about Ruby Tuesday and NRD, may include projections of
their respective future financial performance, their respective
anticipated growth strategies and anticipated trends in their
respective businesses. These statements are only predictions based
on current expectations and projections about future events. There
are important factors that could cause actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements, including the risk
factors set forth in Ruby Tuesday’s definitive proxy statement,
most recent report on Form 10-K, Form 10-Q and other documents on
file with the SEC.
Ruby Tuesday’s forward-looking statements are
based on assumptions that Ruby Tuesday believes to be reasonable
but that may not prove to be accurate. Neither Ruby Tuesday nor NRD
can guarantee future results, level of activity, performance or
achievements. Moreover, neither Ruby Tuesday nor NRD assumes
responsibility for the accuracy and completeness of any of these
forward-looking statements. Ruby Tuesday and NRD assume no
obligation to update or revise any forward-looking statements as a
result of new information, future events or otherwise, except as
may be required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of
the date hereof.
Contacts:
MediaICRChristine Beggan,
203-682-8329RubyTuesday@icrinc.com
Or
InvestorsICRMelissa Calandruccio, CFA,
646-277-1273RubyTuesdayIR@icrinc.com
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