Fogo de Chão, Inc. (“Fogo” or the “Company”) announced an agreement to be acquired by investment entities affiliated with Rhône Capital (together with its affiliates, “Rhône”). Under the terms of the agreement, Rhône will acquire the Company in an all cash transaction valued at $560 million. The Company’s stockholders will receive $15.75 per share, representing a 25.5 percent premium to the closing share price of the Company’s shares on February 16, 2018.
“After a thorough evaluation of the options available, the Board of Directors is confident that this transaction will provide Fogo a significant opportunity to realize the highest value for our stockholders while providing the best path forward for the Fogo de Chão brand, employees, and loyal customers,” said Larry Johnson, Chief Executive Officer of Fogo de Chão, Inc. “We are excited to enter into a new chapter for the Company and confident that Rhône will be an invaluable partner as they have a proven and distinguished track record of supporting and driving profitable growth for companies around the world.”
The transaction is the result of a comprehensive strategic alternatives review process taken by the Company’s Board of Directors. The transaction has been unanimously approved by Fogo’s Board of Directors. Funds affiliated with Thomas H. Lee Partners, L.P. and certain of Fogo’s directors and executive officers, which collectively hold more than 60 percent of Fogo’s shares, have approved the transaction by written consent. The acquisition is expected to be completed during the second calendar quarter of 2018, subject to regulatory approvals and other customary closing conditions.
Jefferies LLC acted as financial advisor to Fogo de Chão. Davis Polk & Wardwell LLP and Weil, Gotshal & Manges LLP served as legal counsel to Fogo and its Board of Directors. J.P. Morgan Securities LLC served as financial advisor and Sullivan & Cromwell LLP served as legal advisor to Rhône. Credit Suisse and Wells Fargo Bank, National Association are providing financing for the transaction.