
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Del Taco Restaurants Inc | NASDAQ:TACO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.51 | 12.48 | 25.00 | 0 | 00:00:00 |
Filed by the Registrant ☒
|
| |
Filed by a Party other than the Registrant ☐
|
☒
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material Pursuant to §240.14a-12
|
☐
|
| |
No fee required.
|
|||
☒
|
| |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
|
| |
(1)
|
| |
Title of each class of securities to which transaction applies:
|
|
| |
|
| |
|
|
| |
|
| |
Common Stock, par value $0.0001 per share
|
|
| |
(2)
|
| |
Aggregate number of securities to which transaction applies:
|
|
| |
|
| |
|
|
| |
|
| |
As of December 30, 2021, there were (A) 36,397,054 shares of Common Stock issued and outstanding, (B) 1,087,567 shares of common stock issuable upon exercise of outstanding Del Taco stock options with exercise prices below the per share merger consideration of $12.51 and (C) 1,083,115 shares of Common Stock underlying outstanding restricted stock awards and performance based restricted stock unit awards.
|
|
| |
(3)
|
| |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
| |
|
| |
|
|
| |
|
| |
Solely for purposes of calculating the filing fee, the underlying value of the transaction was calculated as the sum of (A) 36,397,054 shares of Common Stock multiplied by the per share merger consideration of $12.51, (B) 1,087,567 shares of common stock issuable upon exercise of outstanding Del Taco stock options with exercise prices below the per share merger consideration of $12.51, multiplied by $3.36, which is the excess of the per share merger consideration over the weighted average exercise price of $9.15 per share and (C) 1,083,115 shares of common stock underlying outstanding restricted stock awards and performance based restricted stock unit awards multiplied by the per share merger consideration of $12.51.
|
|
| |
(4)
|
| |
Proposed maximum aggregate value of transaction:
|
|
| |
|
| |
$472,531,139
|
|
| |
(5)
|
| |
Total fee paid:
|
|
| |
|
| |
$43,804
|
☐
|
| |
Fee paid previously with preliminary materials.
|
|||
☐
|
| |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|||
|
| |
(1)
|
| |
Amount Previously Paid:
|
|
| |
|
| |
|
|
| |
(2)
|
| |
Form, Schedule or Registration Statement No.:
|
|
| |
|
| |
|
|
| |
(3)
|
| |
Filing Party:
|
|
| |
|
| |
|
|
| |
(4)
|
| |
Date Filed:
|
|
| |
|
| |
|
|
| |
Sincerely,
|
|
| |
|
|
| |
Lawrence F. Levy
Chairman of the Board of Directors
|
1.
|
to adopt the Agreement and Plan of Merger, dated as of December 5, 2021 (which we refer to as the “merger agreement”), among Jack in the Box Inc. (which we refer to as “Parent”), Epic Merger Sub Inc. (which we refer to as “Merger Sub”) and Del Taco, pursuant to which Merger Sub will merge with and into Del Taco (which we refer to as the “merger”), and Del Taco will become a wholly owned subsidiary of Parent;
|
2.
|
to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement; and
|
3.
|
to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Jack T. Tang
Secretary and General Counsel
|
[•], 2022
Lake Forest, California
|
|
|
| |
Page
|
| | ||
| | ||
| | ||
| | ||
| | ||
|
| |
|
| | ||
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
|
| |
|
| | ||
|
| |
|
| | ||
| | ||
|
| |
|
| | ||
| | ||
| | ||
| | ||
|
| |
|
| | ||
| | ||
| | ||
| | ||
|
| |
|
| | ||
| | ||
|
| |
|
Annexes
|
| |
|
|
| |
|
| | ||
| | ||
| | ||
| | ||
| |
•
|
in person at the special meeting;
|
•
|
via the internet, at the internet address provided on the proxy card;
|
•
|
by telephone, by using the toll-free number listed on the proxy card; or
|
•
|
by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.
|
•
|
the approval of the merger agreement by the Del Taco stockholders
|
•
|
the absence of any legal restraint or governmental order that would prevent or prohibit the completion of the merger; and
|
•
|
the applicable waiting period (and any extension thereof) applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act (which we refer to as the “HSR Act”) shall have expired or been terminated.
|
•
|
the representations and warranties of the Company:
|
○
|
regarding the authorized share capital of the Company and issued and outstanding equity (including stock options and Company Equity Awards) shall be true and correct in all respects as of December 5, 2021 and as of the closing date as though made on and as of such date (except for any representation or warranty that is expressly made as of a specified date, in which case only as of such specified date), except for de minimis inaccuracies;
|
○
|
regarding corporate authority relative to the merger agreement, conflicts with the Company’s governing documents relative to the merger or the merger agreement, the capitalization of each subsidiary of the Company, outstanding debt securities convertible to Company equity and brokers’ fees resulting from the merger shall be true and correct in all material respects (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of December 5, 2021 and as of the closing date as though made on and as of such date (except for any representation or warranty that is expressly made as of a specified date, in which case only as of such specified date); and
|
○
|
regarding each of the other representations and warranties of the Company set forth in the merger agreement shall be true and correct (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of the date of the merger agreement and as of the closing date as though made on and as such date (except for any such representation or warranty that is expressly made as of a specified date, in which case only as of such specified date), except in the case of this provision, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to the Company (“Company Material Adverse Effect”);
|
•
|
the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with and by the Company under the merger agreement on or prior to the closing date;
|
•
|
since December 5, 2021, no Company Material Adverse Effect shall have occurred;
|
•
|
Parent shall have received at the closing a certificate signed on behalf of the Company by an authorized officer of the Company certifying that the conditions set forth above regarding the representations and warranties of the Company, the covenants, agreements and obligations of the Company and the absence of a Company Material Adverse Effect have been satisfied have been satisfied; and
|
•
|
The Company having satisfied other customary closing conditions.
|
•
|
The representations and warranties of Parent and Merger Sub:
|
○
|
regarding corporate authority relative to the merger agreement, conflicts with the governing documents of Parent and Merger Sub, required approvals from governmental authorities, conflicts with material contracts and violation of laws or orders applicable to Parent or Merger Sub, in each case, relative to the merger and the merger agreement and brokers’ fees resulting from the merger shall be true and correct in all material respects (with all references to the term “material adverse effect”
|
○
|
regarding each of the other representations and warranties of Parent and Merger Sub set forth in the merger agreement shall be true and correct (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of December 5, 2021 and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are made on and as of a specified date, in which case only as of such specified date), except in the case of this provision only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to perform their respective obligations under the merger agreement;
|
•
|
Parent and Merger Sub shall each have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing date; and
|
•
|
Company shall have received at the closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth above regarding the representations and warranties of Parent and Merger Sub and the covenants, agreements and obligations of Parent and Merger Sub have been satisfied have been satisfied.
|
•
|
Stock Options. Immediately prior to the effective time, each Company stock option that is outstanding, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) $12.51 over (B) the per share exercise price for such Company option, multiplied by (ii) the total number of shares underlying such stock option, less any required withholding taxes.
|
•
|
Restricted Stock Awards (“RSAs”).
|
○
|
Accelerating Restricted Stock Awards. Immediately prior to the effective time, each RSA that is unvested and outstanding immediately prior to the effective time (other than the Non-Accelerating Restricted Stock Awards described below) (“Accelerating RSAs”) shall become fully vested, the restrictions with respect thereto shall lapse, and shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.51 per share, less any required withholding taxes.
|
○
|
Non-Accelerating Restricted Stock Awards. RSAs granted to the executive officers in 2019 and 2021 (the “Non-Accelerating RSAs”) will be assumed by Parent and converted into a Parent RSA with respect to number of shares of Parent common stock (rounded down to the nearest whole share) according to a formula described further below.
|
•
|
Performance-Based Restricted Stock Unit Awards (“PSUs”). Immediately prior to the effective time, each PSU that is unvested and outstanding immediately prior to the effective time shall become fully vested and shall be cancelled and converted into the right to receive an amount in cash equal to $12.51 per share, less any required withholding taxes.
|
•
|
the accelerated vesting and cash-out of Del Taco stock awards;
|
•
|
the entitlement of the executive officers to receive severance benefits under their respective employment agreements upon a qualifying termination of employment following the completion of the merger;
|
•
|
continuation of indemnification, directors’ and officers’ liability insurance and other employee benefits to be provided by the surviving corporation.
|
•
|
by mutual written consent of each of Del Taco and Parent;
|
•
|
by either Del Taco or Parent if:
|
○
|
the effective time of the merger has not occurred on or before June 6, 2022 (which we refer to as the “end date”), provided that the end date will be extended to September 6, 2022 if all of the conditions to closing have been satisfied or waived (as permitted by applicable law) other than (A) those conditions that by their terms are to be satisfied at the closing (which conditions are then capable of being satisfied) and (B) the condition relating to the expiration or termination of the waiting period under the HSR Act;
|
○
|
upon written notice to the other party, any governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement (notwithstanding any approval of the merger agreement by the stockholders of the Company). However, the party seeking to terminate the merger agreement can only terminate if it did not breach its obligations regarding obtaining regulatory approval in a manner that has primarily caused such order or action of a governmental authority; and
|
○
|
upon written notice to the other party, the stockholder approval of the merger has not been obtained by reason of the failure to obtain the required vote at the stockholder meeting (or any adjournment or postponement thereof).
|
•
|
by Parent, upon written notice to Del Taco if:
|
○
|
Del Taco breaches any representation, warranty, covenant or other agreement contained in the merger agreement (i) such that the conditions of Parent’s obligations to consummate the merger agreement would not be satisfied and (ii) Del Taco has not cured such breach prior to the earlier of the end date or the thirtieth (30th) calendar day following Parent’s delivery of written notice describing such breach to the Company;
|
○
|
prior to the stockholder approval, the Del Taco Board or any committee thereof shall have effected an adverse recommendation change; provided, that the exercise of such termination right by Parent must occur within ten (10) days after the adverse recommendation change;
|
•
|
by Del Taco, upon written notice to Parent if:
|
○
|
Parent or Merger Sub breaches any representation, warranty, covenant or other agreement contained in the merger agreement (i) such that the conditions of Del Taco’s obligations to consummate the merger agreement would not be satisfied and (ii) Parent or Merger Sub has not cured such breach prior to the earlier of the end date or the thirtieth (30th) calendar day following Del Taco’s delivery of written notice describing such breach to Parent;
|
○
|
prior to the stockholder approval the Del Taco Board has effected an adverse recommendation change in order to enter into an alternative acquisition agreement in connection with a superior proposal, so long as (i) immediately prior to or concurrently with such termination Del Taco pays to Parent the Del Taco termination fee (as more fully described in the section entitled “The Merger Agreement—Termination Fee” beginning on page 68) and (ii) Del Taco has complied in all material respects with its obligations regarding exclusivity and unsolicited acquisition proposals and the obligations of the Del Taco Board regarding adverse recommendation changes and intervening events; or
|
○
|
(i) all of the conditions of Parent’s obligations to consummate the merger agreement have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, and such conditions are then capable of being satisfied), (ii) Del Taco has notified Parent in writing that (A) all conditions of the Del Taco’s obligations to consummate the merger agreement have been and continue to be satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is then capable of being satisfied) or that it is willing to waive any unsatisfied conditions and (B) Del Taco is ready, willing and able to consummate the merger, and (iii) Parent and Merger Sub have failed to consummate the merger within two (2) business days after the Closing was required to have occurred pursuant to the terms of the merger agreement.
|
•
|
by Del Taco in order to accept a superior proposal;
|
•
|
by Parent if the Parent board of directors effects an adverse recommendation change;
|
•
|
by Del Taco or Parent, respectively, if the applicable board fails to obtain stockholder approval;
|
•
|
by Del Taco or Parent, respectively, in the event of the end date has been reached; or
|
•
|
by Parent if Del Taco breaches the merger agreement.
|
•
|
by Parent in the event Parent breaches the terms of the merger agreement; or
|
•
|
there is a failure to close in response to a breach of Parent or Merger Sub’s representations, warranties and covenants.
|
Fiscal Quarter
|
| |
Market Price
|
| |
Dividend
Declared(1)
|
|||
|
High
|
| |
Low
|
| ||||
Q1 2019
|
| |
$11.10
|
| |
$9.65
|
| |
|
Q2 2019
|
| |
$12.29
|
| |
$9.65
|
| |
|
Q3 2019
|
| |
$13.50
|
| |
$10.59
|
| |
|
Q4 2019
|
| |
$11.40
|
| |
$6.92
|
| |
|
Q1 2020
|
| |
$8.12
|
| |
$2.45
|
| |
|
Q2 2020
|
| |
$7.95
|
| |
$2.97
|
| |
|
Q3 2020
|
| |
$9.32
|
| |
$5.57
|
| |
|
Q4 2020
|
| |
$10.43
|
| |
$7.23
|
| |
|
Q1 2021
|
| |
$11.75
|
| |
$8.70
|
| |
$0.04
|
Q2 2021
|
| |
$11.99
|
| |
$9.46
|
| |
$0.04
|
Q3 2021
|
| |
$10.93
|
| |
$8.09
|
| |
$0.04
|
Q4 2021
|
| |
$12.56
|
| |
$7.34
|
| |
$0.04
|
(1)
|
Under the terms of the merger agreement, from the date of the merger agreement until the effective time, Del Taco is permitted to declare and pay quarterly dividends in the ordinary course (as further described below in the section entitled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 57 of this proxy statement).
|
Q:
|
Why am I receiving this proxy statement?
|
A:
|
On December 5, 2021, Del Taco entered into the merger agreement providing for the merger of Merger Sub with and into Del Taco, with Del Taco surviving the merger as a wholly owned subsidiary of Parent. You are receiving this proxy statement in connection with the solicitation of proxies in favor of the proposal to adopt the merger agreement and to approve the other proposals to be voted on at the special meeting.
|
Q:
|
What is the proposed transaction?
|
A:
|
The proposed transaction is the acquisition of Del Taco by Parent through the merger of Merger Sub with and into Del Taco pursuant to the merger agreement. Following the effective time, Del Taco will be privately held as a wholly owned subsidiary of Parent, and you will no longer own shares of Del Taco common stock and instead will have only the right to receive the merger consideration.
|
Q:
|
What will I receive in the merger?
|
A:
|
If the merger is completed, you will be entitled to receive $12.51 in cash for each share of Del Taco common stock you own, without interest and less applicable withholding taxes. For example, if you own 100 shares of Del Taco common stock, you will be entitled to receive $1,251.00 in cash, without interest and less applicable withholding taxes. After the effective time, you will no longer have any rights as a Del Taco stockholder other than the right to receive the merger consideration.
|
Q:
|
What is included in these materials?
|
A:
|
These materials include:
|
•
|
this proxy statement for the special meeting;
|
•
|
a proxy card or voting instruction form (enclosed with this proxy statement);
|
•
|
a copy of the merger agreement (attached as Annex A to this proxy statement);
|
•
|
the written opinion of Piper (attached as Annex B to this proxy statement);
|
•
|
the full text of Section 262 of the DGCL (attached as Annex C to this proxy statement); and
|
•
|
copies of the Voting Agreements (attached as Annex D-1 and D-2).
|
Q:
|
Where and when is the special meeting?
|
A:
|
The special meeting will take place on [•], 2022, at 9:00 am Pacific Time, at 25521 Commercentre Drive, Lake Forest, California, 92630.
|
Q:
|
What proposals will be voted on at the special meeting?
|
A:
|
There are three (3) proposals scheduled to be voted on at the special meeting:
|
•
|
to adopt the merger agreement;
|
•
|
to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement; and
|
•
|
to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
|
Q:
|
What is the Del Taco board of directors’ voting recommendation?
|
A:
|
The Del Taco board of directors unanimously recommends that you vote your shares:
|
•
|
“FOR” the proposal to adopt the merger agreement;
|
•
|
“FOR” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement; and
|
•
|
“FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
|
Q:
|
Who is entitled to vote at the special meeting?
|
A:
|
All shares owned by you as of the record date, which is the close of business on [•], 2022, may be voted by you. You may cast one vote per share of Del Taco common stock that you held on the record date. These shares include shares that are:
|
•
|
held directly in your name as the stockholder of record; and
|
•
|
held through a broker, bank or other nominee for you as the beneficial owner.
|
Q:
|
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
A:
|
Our stockholders may hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
|
•
|
Stockholder of Record. If your shares are registered directly in your name with Del Taco’s transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and this proxy statement was sent directly to you by Del Taco. As the stockholder of record, you have the right to vote in person at the special meeting, grant your voting proxy directly to certain officers of Del Taco or to appoint a representative of your choosing to attend the special meeting and vote on your behalf by granting such person a “legal proxy.”
|
•
|
Beneficial Owner. If your shares are held in an account at a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement was forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares on your behalf at the special meeting, or you may contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card to authorize you to vote your shares in person at the special meeting.
|
Q:
|
What must I do if I want to attend the special meeting in person?
|
A:
|
Only individuals who were Del Taco stockholders as of the record date and their authorized representatives may attend the special meeting. Proof of ownership of Del Taco common stock (which may be the appearance of such stockholder’s name on Del Taco’s stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the special meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the special meeting, you must obtain
|
Q:
|
If I am a stockholder of record of Del Taco shares, how do I vote?
|
A:
|
If you are a stockholder of record, there are four (4) ways you can vote:
|
•
|
in person at the special meeting;
|
•
|
via the internet, at the internet address provided on the proxy card;
|
•
|
by telephone, by using the toll-free number listed on the proxy card; or
|
•
|
by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.
|
Q:
|
If I am a beneficial owner of shares held in street name, how do I vote?
|
A:
|
If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares to be voted. Telephone and internet voting also will be offered to stockholders owning shares through certain brokers, banks and other nominees. If your shares are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares in person at the special meeting, you should contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the special meeting in order to vote. Please note that if you hold your shares through a broker, bank or other nominee, such nominee cannot vote your shares unless you have given your nominee specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker, bank or other nominee.
|
Q:
|
Will my shares of Del Taco common stock held in street name or another form of record ownership be combined for voting purposes with shares I hold of record?
|
A:
|
No. Because any shares of Del Taco common stock you may hold in street name will be deemed to be held by a different stockholder of record than any shares of Del Taco common stock you hold of record, any shares of Del Taco common stock held in street name will not be combined for voting purposes with shares of Del Taco common stock you hold of record. Similarly, if you own shares of Del Taco common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card or vote separately by telephone or internet with respect to those shares of Del Taco common stock because they are held in a different form of record ownership. Shares of Del Taco common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of Del Taco common stock held in an individual retirement account must be voted under the rules governing such account.
|
Q:
|
What is the quorum requirement for the special meeting?
|
A:
|
A quorum is necessary to hold a valid meeting. A quorum exists if the holders of a majority of the voting power of outstanding shares of Del Taco capital stock entitled to vote at the special meeting are present in person or represented by proxy. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.
|
Q:
|
What happens if I do not give specific voting instructions?
|
A:
|
Stockholder of Record. If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Del Taco board of directors on all matters presented in this proxy statement.
|
Q:
|
What is the voting requirement to approve the proposal to adopt the merger agreement?
|
A:
|
Adoption of the merger agreement requires stockholders holding a majority of the shares of Del Taco common stock issued and outstanding at the close of business on the record date and entitled to vote thereon to vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of Del Taco common stock or an abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.
|
Q:
|
What is the voting requirement to approve the proposal regarding specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger?
|
A:
|
The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement requires an affirmative vote by stockholders holding a majority of the issued and outstanding shares of Del Taco common stock which are present or represented by proxy at the special meeting and entitled to vote thereon, so long as a quorum is present, to vote “FOR” the proposal. An abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but, so long as a quorum is otherwise present at the special meeting, will have no effect on this proposal.
|
Q:
|
What is the voting requirement to approve the proposal to adjourn the special meeting?
|
A:
|
The approval to adjourn the special meeting requires a majority of the shares of Del Taco common stock, present in person or represented by proxy at the meeting and entitled to vote thereon, whether or not a quorum is present, to vote “FOR” the proposal. An abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal.
|
Q:
|
How do Del Taco’s directors and executive officers intend to vote?
|
A:
|
In connection with the execution of the merger agreement, Messrs. Levy and Levy, and certain of their affiliated entities, and certain entities affiliated with Ms. Aptman, holding, in the aggregate, approximately 16% of the outstanding shares of Del Taco common stock, entered into the Voting Agreements with Parent pursuant to which they agreed, among other things, to vote their respective shares of Del Taco common stock in favor of the merger. We currently expect that Del Taco’s other directors and executive officers will vote their shares of Del Taco common stock, representing, as of the close of business on the record date, approximately 2% of the
|
Q:
|
What effects will the merger have on Del Taco and its common stock?
|
A:
|
Del Taco common stock is currently registered under the Exchange Act, and is listed on the Nasdaq under the symbol “TACO.” At the effective time, Merger Sub will merge with and into Del Taco, with Del Taco continuing as the surviving corporation and as a wholly owned subsidiary of Parent. As a result of the merger, Del Taco will cease to be a publicly traded company. Following the consummation of the merger, Del Taco common stock will be de-listed from the Nasdaq and de-registered under the Exchange Act.
|
Q:
|
When is the merger expected to be completed?
|
A:
|
We and Parent are working toward completing the merger as quickly as possible. We cannot be certain when or if the conditions to the merger will be satisfied (or, to the extent permitted, waived). The merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the adoption of the merger agreement by Del Taco stockholders. Assuming the timely satisfaction of the conditions to closing, and although there can be no assurance, the parties hope to complete the merger by [•], 2022.
|
Q:
|
What happens if the merger is not completed?
|
A:
|
If the merger agreement is not adopted by Del Taco stockholders, or if the merger is not completed for any other reason, the Del Taco stockholders will not receive any payment for their shares of Del Taco common stock in connection with the merger. Except in certain circumstances where Del Taco has entered into an alternative transaction to the merger, Del Taco would remain a public company, and shares of Del Taco common stock would continue to be registered under the Exchange Act, as well as listed and traded on the Nasdaq. In the event that the merger agreement is terminated, then, in certain specified circumstances, a termination fee of $14.2 million will be due and payable by Del Taco to Parent. If the merger agreement is terminated in specified circumstances with Parent being liable, Parent will be required to pay Del Taco a termination fee of $28.4 million. See the section entitled “The Merger Agreement—Termination” beginning on page 67 of this proxy statement.
|
Q:
|
What will happen if stockholders do not approve, on a non-binding advisory basis, the proposal on specified compensation that may be paid or become payable to Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement?
|
A:
|
The inclusion of this proposal is required by the SEC rules. However, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote and will not be binding on Del Taco or Parent. If the merger agreement is adopted by Del Taco stockholders and the merger is completed, the merger-related compensation may be paid to Del Taco’s named executive officers even if stockholders fail to approve this proposal.
|
Q:
|
Can I revoke my proxy or change my vote?
|
A:
|
Yes. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:
|
•
|
providing a written notice of revocation that is received before the special meeting by the Corporate Secretary at Del Taco Restaurants, Inc., 25521 Commercentre Drive, Suite 200, Lake Forest, California 92630;
|
•
|
delivering a valid, later-dated proxy either by telephone or online;
|
•
|
completing, signing, dating and returning a new proxy card by mail to Del Taco before the special meeting (our last delivery before the meeting begins will be counted); or
|
•
|
attending the special meeting and voting in person.
|
Q:
|
What happens if I do not vote or if I abstain from voting on the proposal to adopt the merger agreement? On the other proposals?
|
A:
|
The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of Del Taco common stock outstanding, not just the shares that are voted. Failure to submit a signed proxy card, grant a proxy by phone or the internet or to vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. For more information concerning the special meeting, the merger agreement and the merger, please review this proxy statement and the copy of the merger agreement attached as Annex A thereto.
|
Q:
|
What happens if I sell my shares of Del Taco common stock before completion of the merger?
|
A:
|
In order to receive the merger consideration, you must hold your shares of Del Taco common stock through completion of the merger. Consequently, if you transfer your shares of Del Taco common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.
|
Q:
|
Should I send in my stock certificates or other evidence of ownership now?
|
A:
|
No. After the merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of Del Taco common stock
|
Q:
|
I do not know where my stock certificates are, how will I get the merger consideration for my shares?
|
A:
|
If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificates. This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.
|
Q:
|
Am I entitled to exercise dissenters’ or appraisal rights instead of receiving the merger consideration for my shares of Del Taco common stock?
|
A:
|
Under Section 262 of the DGCL, stockholders who do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery, but only if they fully comply with all applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Del Taco before the vote on the proposal to adopt the merger agreement and such stockholder must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to comply exactly with the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex C to this proxy statement. For additional information, see the section entitled “Appraisal Rights” beginning on page 54 of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel.
|
Q:
|
Will I be subject to U.S. federal income tax upon the exchange of Del Taco common stock for the merger consideration pursuant to the merger?
|
A:
|
The exchange of shares of Del Taco common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a Del Taco stockholder that is a U.S. holder (as defined in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 48 of this proxy statement) will generally recognize taxable capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in the shares of Del Taco common stock exchanged therefor. With respect to a Del Taco stockholder that is a non-U.S. holder (as defined in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 48 of this proxy statement), the exchange of shares of Del Taco common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States or Del Taco is, or was during the relevant period, a U.S. real property holding corporation. Backup withholding may apply to the cash payment made pursuant to the merger unless the Del Taco stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).
|
Q:
|
What does it mean if I get more than one proxy card?
|
A:
|
If your shares of Del Taco common stock are registered differently or are held in more than one account, you
|
Q:
|
How many copies should I receive if I share an address with another stockholder?
|
A:
|
Some banks, brokers and other nominees may participate in the practice of “householding” proxy statements, annual reports and notices of internet availability of proxy materials. This means that a single set of our proxy materials, containing a single copy of this proxy statement but multiple proxy cards or voting instruction forms, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of our proxy materials to you if you call Investor Relations by phone at 949-462-9300, or in writing at our principal executive offices at 25521 Commercentre Drive, Lake Forest, CA 92630. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting Del Taco at the address or phone number set forth in the prior sentence.
|
Q:
|
Who will count the votes?
|
A:
|
The votes will be counted by one or more inspectors of election appointed for the special meeting.
|
Q:
|
Who will solicit and bear the cost of soliciting votes for the special meeting?
|
A:
|
Del Taco will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Del Taco has engaged Okapi Partners LLC (which we refer to as “Okapi”) to assist in the solicitation of proxies for the Del Taco special meeting. Del Taco estimates that it will pay Okapi a fee not to exceed $20,000, plus reimbursement of certain expenses. In addition, Del Taco may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Del Taco common stock for their expenses in forwarding solicitation material to such beneficial owners.
|
Q:
|
Where can I find the voting results of the special meeting?
|
A:
|
Del Taco will announce preliminary voting results at the special meeting and publish preliminary, or final results if available, in a current report on Form 8-K filed with the SEC within four (4) business days after the special meeting.
|
Q:
|
Where can I find more information about Del Taco?
|
A:
|
You can find more information about us from various sources described in the section entitled “Where You Can Find Additional Information” beginning on page 84 of this proxy statement.
|
Q:
|
Who can help answer my other questions?
|
A:
|
If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Okapi, which is acting as the proxy solicitor and information agent for Del Taco in connection with the merger.
|
•
|
the risk that the merger may not be consummated in a timely manner, if at all, including (i) due to Parent’s deliberate breach; (ii) due to the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement giving Del Taco the right to collect damages, but such damages being limited by the cap; (iii) due to a material adverse effect on Del Taco; and (iv) in circumstances in which specific performance to force the closing of the merger is not available;
|
•
|
the risk that the merger agreement may be terminated in circumstances that require Del Taco to pay Parent a termination fee of $14.2 million;
|
•
|
risks related to the diversion of management’s attention from Del Taco’s ongoing business operations;
|
•
|
the effect of the announcement of the merger on Del Taco’s business relationships (including, without limitation, franchisees, customers and suppliers), operating results and business generally;
|
•
|
risks that conditions to the consummation of the merger are not satisfied, including, without limitation, the receipt of approval from Del Taco stockholders;
|
•
|
the effects of limitations that the merger agreement places on our ability to operate our business, return capital to stockholders or engage in an alternate transaction;
|
•
|
the conditions of the capital markets during the period covered by the forward-looking statements;
|
•
|
risks that the proposed merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;
|
•
|
the amount of the costs, fees, expenses and charges related to the merger agreement or the merger;
|
•
|
risk that our stock price may decline significantly if the merger is not completed;
|
•
|
risks related to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange or interest rates or credit ratings, changes in tax laws, regulations, rates and policies or competitive development;
|
•
|
the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against us and others; and
|
•
|
that Del Taco stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Del Taco’s current strategy as an independent company.
|
•
|
via the internet, at the internet address provided on the proxy card;
|
•
|
by telephone, by using the toll-free number listed on the proxy card; or
|
•
|
by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.
|
•
|
providing a written notice of revocation that is received before the special meeting by the Corporate Secretary at Del Taco Restaurants, Inc., 25521 Commercentre Drive, Suite 200, Lake Forest, California 92630;
|
•
|
delivering a valid, later-dated proxy either by telephone or online;
|
•
|
completing, signing, dating and returning a new proxy card by mail to Del Taco before the special meeting (our last delivery before the meeting begins will be counted); or
|
•
|
attending the special meeting and voting in person.
|
•
|
Representative of McDermott updated the Board on the changes to the draft merger agreement made since the prior draft and summarized the results of negotiations with Gibson Dunn since the last board meeting,
|
•
|
Representatives of Piper reviewed with our board of directors Piper’s financial analysis of the merger consideration and delivered to our board of directors an oral opinion, which was confirmed by delivery of
|
•
|
The compensation committee of the board unanimously approved of the treatment of the Company’s equity awards contemplated by the merger agreement.
|
•
|
Our board of directors unanimously (1) approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement, (2) declared the merger agreement, the merger, and the other transactions contemplated by the merger agreement to be fair, advisable, and in the best interests of the Company and its stockholders; (3) directed that the adoption of the merger agreement be submitted to a vote at a meeting of our stockholders; and (4) recommended to our stockholders that they adopt the merger agreement.
|
•
|
The belief of our board of directors, after a review of our current and historical financial condition, results of operations, prospects, business strategy, competitive position, and the broader industry, including the potential impact (which cannot be quantified numerically) of those factors on the trading price of our common stock, that the value offered to our stockholders under the merger agreement is more favorable to our stockholders than the potential value that might have resulted from the possible alternatives to the merger, including continuing execution of our current strategy as an independent public company.
|
•
|
The challenges and risks that we have faced, and would likely continue to face, if we remained an independent company (particularly in light of our relative size and the difficulties involved in enhancing scale and financial flexibility as a standalone independent company), including the costs and burdens of being a public company, risks related to our supply chain, labor matters, franchisees and litigation, inflationary pressures with respect to food, labor and construction costs, and other factors described in the section entitled “risk factors” set forth in our Form 10-K for the fiscal year ended December 29, 2020.
|
•
|
The risks and uncertainties inherent in our ability to execute on our strategic plan and achieve management’s related financial projections, including the risks and uncertainties described in the section entitled “risk factors” set forth in our Form 10-K for the fiscal year ended December 29, 2020.
|
•
|
The relationship of the merger consideration to the historic trading ranges of our common stock and the potential trading range of the common stock absent announcement of the merger agreement, and the possibility that absent such announcement it could take a considerable period of time before our common stock would trade at a price in excess of the merger consideration on a present-value basis, including considering the fact that the merger consideration constitutes:
|
○
|
a premium of approximately 46% over the closing price per share of our common stock on September 3, 2021, 90 days prior to execution of the merger agreement; and
|
○
|
a premium of approximately 66% over the closing price of our common stock on December 3, 2021, the last trading date before the merger agreement was executed.
|
•
|
Our board of director’s belief that the merger consideration represents full and fair value for our stockholders, considering:
|
○
|
the improvement in the merger consideration proposed by Parent from a range of $12.00 to $12.50 per share at the time of its initial indication of interest on September 13, 2021 to $12.51 per share when it delivered its final proposal on December 3, 2021;
|
○
|
the difference between the final price proposed by Parent and the final price proposed by Party A;
|
○
|
our board of directors’ belief, based on the nature of the negotiations and the fact that Piper requested each party’s “best and final offer,” that the price to be paid by Parent is the highest price per share that Parent was willing to pay and that the price proposed by Party A was the highest per share price Party A was willing to pay; and
|
○
|
our board of directors’ belief that the terms and conditions of the merger agreement were, in our board of directors’ view, the most favorable to us and our stockholders to which Parent was willing to agree and that principal agreement terms were comparable to the terms Party A would have been willing to accept.
|
•
|
The fact that our board, through Piper conducted a broad-based marketing process, as more fully described in “Background of the Merger” beginning on page 27, including as follows:
|
○
|
representatives of Piper, at the direction of the board, contacted a total of 73 parties in an effort to obtain the best value reasonably available to shareholders;
|
○
|
the Company provided the CIM to, and Piper solicited preliminary indications of interest from, 35 parties who had executed a confidentiality agreement;
|
○
|
the Company received eight preliminary non-binding indications of interest with respect to a sale transaction; and
|
○
|
the Company received two best and final proposals after negotiations with the remaining interested acquirors.
|
•
|
The fact that the all-cash merger consideration will provide certainty of value and liquidity to our stockholders.
|
•
|
The oral opinion, provided to our board at its meeting on December 5, 2021 by representatives of Piper and subsequently confirmed in writing, that, as of that date, the $12.51 in cash per share of our common stock to be paid to our stockholders pursuant to the merger agreement was fair from a financial point of view to
|
•
|
The likelihood that the merger would be completed based on, among other things:
|
○
|
our board of directors’ belief that there were not likely to be significant antitrust or other regulatory impediments to the closing;
|
○
|
the agreement of Parent to use reasonable best efforts to take, all actions necessary, proper or advisable to consummate the merger as promptly as reasonably practicable and to obtain debt financing, subject to certain exceptions.
|
○
|
our board of directors’ belief that the outside date provisions of the merger agreement allow for sufficient time to complete the merger;
|
○
|
the fact that the conditions to the closing of the merger are specific and limited in scope and that the definition of “material adverse effect” in the merger agreement contains certain carve- outs (including a carve-out for pending litigation) that make it less likely that adverse changes in our business between announcement and closing of the merger will provide a basis for Parent to refuse to consummate the merger;
|
○
|
our board of directors’ belief that the merger was not likely violative of a restriction in an agreement to which Parent is subject and the fact that Parent was willing to indemnify the Company for monetary damages from any claim related to such matter;
|
○
|
our board of directors’ perception that Parent was willing to devote the resources necessary to complete the merger in an expeditious manner based upon, among other things, the business reputation and capabilities of Parent and the provisions of the merger agreement requiring Parent to pay us a termination fee of $28.4 million if the merger agreement is terminated in certain circumstances following Parent’s failure to consummate the merger when required to do so;
|
○
|
the fact that there is no financing condition to the completion of the merger in the merger agreement;
|
○
|
the fact that the merger agreement provides for the remedy of specific performance;
|
○
|
the representation of Parent that it has, through a combination of committed financing and existing cash and cash equivalents, all funds necessary for the payment of the aggregate merger consideration;
|
○
|
the representation of Parent that approval of its stockholders is not required to complete the merger; and
|
○
|
the receipt of debt a commitment letter, the terms thereof and the reputation of the parties providing the commitment, which increase the likelihood of the financing being available.
|
•
|
Our board of directors’ view that the terms of the merger agreement would not preclude or unreasonably restrict a superior offer from another party, considering:
|
○
|
our board of directors’ right under the merger agreement to respond to third parties submitting unsolicited acquisition proposals by providing non-public information subject to an acceptable confidentiality agreement, and to engage in negotiations or substantive discussions with any such person, if our board of directors, prior to taking any such actions, determines in good faith (after consultation with its financial advisor and legal counsel) that (i) the failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law and (ii) the competing proposal either constitutes a superior proposal or could reasonably be expected to lead to a superior proposal;
|
○
|
our ability to terminate the merger agreement to enter into an alternative acquisition agreement that our board of directors determines to be a superior proposal, subject to certain conditions, including Parent’s matching right and payment of a termination fee to Parent; and
|
○
|
our board of directors’ belief that the termination fee of $14.2 million, or approximately 3% of the equity value of the Company, is reasonable in light of, among other things, the benefits of the merger to our stockholders, the typical size of such fees in similar transactions and the likelihood that a fee of such size would not be preclusive or unreasonably restrictive of other offers.
|
•
|
The other terms of the merger agreement.
|
•
|
The fact that the merger is subject to approval by our stockholders, and our board of directors’ right, under certain circumstances, to withhold, withdraw, rescind or adversely modify its recommendation that our stockholders approve the merger agreement.
|
•
|
The availability of dissenters’ rights to our stockholders who comply with specified procedures under Delaware law.
|
•
|
The fact that the merger would preclude our stockholders from having the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent public company or to otherwise participate in any future earnings or growth or in any future appreciation in value of shares of our common stock.
|
•
|
The fact that receipt of the all-cash merger consideration would be taxable to those of our stockholders that are treated as U.S. holders for U.S. federal income tax purposes.
|
•
|
The fact that, under specified circumstances, we may be required to pay fees and expenses in the event the merger agreement is terminated and the effect this could have on us, including:
|
○
|
the possibility that the $14.2 million termination fee payable by us to Parent upon the termination of the merger agreement under certain circumstances and Parent’s matching right could discourage other potential acquirors from making a competing proposal, although our board of directors believed that the termination fee was reasonable in amount and neither the termination fee nor the matching right would unduly deter any other party that might be interested in acquiring us; and
|
○
|
if the merger is not consummated, we will generally be required to pay our own expenses associated with the merger agreement and the transactions contemplated thereby.
|
•
|
The restrictions in the merger agreement on our ability to actively solicit competing bids to acquire our Company.
|
•
|
The significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to consummate the merger, which could disrupt our business operations.
|
•
|
The potential harm that the announcement and pendency of the merger, or the failure to complete the merger, may cause to our relationships with our franchisees, employees (including making it more difficult to attract and retain key personnel and the possible loss of key management and other personnel), vendors and customers.
|
•
|
The restrictions on our conduct of business prior to completion of the merger, which could delay or prevent us from undertaking business opportunities that may arise or taking other actions with respect to our operations during the pendency of the merger, whether or not the merger is completed.
|
•
|
The fact that, although we expect the merger to be consummated if the merger proposal is approved by our stockholders, there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied.
|
•
|
The risks and potential delays related to the financing of the merger.
|
•
|
The fact that the market price of our common stock could be affected by many factors, including: (1) if the merger agreement is terminated, the reason or reasons for such termination and whether such termination
|
•
|
The possibility of a claim related to a restriction in an agreement to which Parent is subject.
|
•
|
The fact that certain of our directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, those of our stockholders.
|
•
|
The fact that the completion of the merger would require antitrust clearance in the United States.
|
($ in millions)
|
| |
Fiscal Year Ending December
|
|||||||||||||||
|
2021E
|
| |
2022E(1)
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
||
Total Revenue
|
| |
524.8
|
| |
548.3
|
| |
573.2
|
| |
602.5
|
| |
636.1
|
| |
672.5
|
Adjusted Restaurant Operating Expenses(2)
|
| |
395.0
|
| |
412.2
|
| |
426.0
|
| |
444.6
|
| |
465.2
|
| |
487.5
|
Adjusted General and Administrative Expenses(3)
|
| |
48.7
|
| |
48.9
|
| |
49.9
|
| |
50.9
|
| |
52.4
|
| |
54.1
|
Franchise Advertising Expenses
|
| |
17.6
|
| |
19.3
|
| |
21.0
|
| |
23.0
|
| |
25.3
|
| |
27.8
|
Adjusted Occupancy and Other – Franchise Subleases and Other(4)
|
| |
10.9
|
| |
10.0
|
| |
10.0
|
| |
10.0
|
| |
10.0
|
| |
10.0
|
Pre-Opening Costs
|
| |
0.5
|
| |
0.4
|
| |
0.6
|
| |
0.8
|
| |
1.0
|
| |
1.0
|
Adjusted EBITDA(5)
|
| |
52.2
|
| |
57.5
|
| |
65.8
|
| |
73.3
|
| |
82.1
|
| |
92.1
|
(1)
|
Estimated fiscal year 2022 is a 53-week fiscal year; estimated fiscal year 2022 figures shown above exclude the 53rd fiscal week. The prospective financial information furnished to prospective bidders for the Company also excluded the 53rd fiscal week.
|
(2)
|
“Restaurant operating expenses” consist of food and paper costs, labor and related expenses, occupancy and other operating expenses, and excludes depreciation and amortization. Restaurant operating expenses include amortization of favorable and unfavorable lease assets and liabilities, net and exclude one-time COVID-19 related charges.
|
(3)
|
“Adjusted general and administrative expenses” exclude one-time COVID-19 related charges and one-time systems upgrade expense.
|
(4)
|
“Adjusted occupancy and other – franchise subleases and other” include sublease income for closed restaurants.
|
(5)
|
Adjusted EBITDA represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” below.
|
($ in millions)
|
| |
Fiscal Year Ending December
|
|||||||||||||||
|
2021E
|
| |
2022E(1)
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
||
Total Revenue
|
| |
526.9
|
| |
556.4
|
| |
579.1
|
| |
608.6
|
| |
642.3
|
| |
679.0
|
Adjusted Restaurant Operating Expenses(2)
|
| |
397.1
|
| |
420.1
|
| |
431.4
|
| |
449.2
|
| |
470.2
|
| |
493.4
|
Adjusted General and Administrative Expenses(3)
|
| |
48.3
|
| |
48.9
|
| |
49.8
|
| |
50.8
|
| |
52.4
|
| |
54.1
|
Franchise Advertising Expenses
|
| |
17.6
|
| |
19.6
|
| |
21.2
|
| |
23.2
|
| |
25.5
|
| |
28.0
|
Adjusted Occupancy and Other – Franchise Subleases and Other(4)
|
| |
11.0
|
| |
10.2
|
| |
10.2
|
| |
10.2
|
| |
10.2
|
| |
10.2
|
Pre-Opening Costs
|
| |
0.5
|
| |
0.4
|
| |
0.6
|
| |
0.8
|
| |
1.0
|
| |
1.0
|
Adjusted EBITDA(5)
|
| |
52.3
|
| |
57.3
|
| |
65.9
|
| |
74.4
|
| |
83.0
|
| |
92.4
|
(1)
|
Estimated fiscal year 2022 is a 53-week fiscal year; estimated fiscal year 2022 figures shown above exclude the 53rd fiscal week. The prospective financial information furnished to prospective bidders for the Company also excluded the 53rd fiscal week.
|
(2)
|
“Restaurant operating expenses” consist of food and paper costs, labor and related expenses, occupancy and other operating expenses, and excludes depreciation and amortization. Restaurant operating expenses include amortization of favorable and unfavorable lease assets and liabilities, net and exclude one-time COVID-19 related charges.
|
(3)
|
“Adjusted general and administrative expenses” exclude one-time COVID-19 related charges and one-time systems upgrade expense.
|
(4)
|
“Adjusted occupancy and other – franchise subleases and other” include sublease income for closed restaurants.
|
(5)
|
Adjusted EBITDA represents a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” below.
|
($ in millions)
|
| |
Fiscal Year Ending December
|
|||||||||||||||
|
2021E
|
| |
2022E(1)
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
||
Net Income
|
| |
15.8
|
| |
19.4
|
| |
25.1
|
| |
30.0
|
| |
35.7
|
| |
42.1
|
Plus: Provision for Income Taxes
|
| |
6.2
|
| |
7.2
|
| |
9.3
|
| |
11.1
|
| |
13.2
|
| |
15.6
|
Plus: Interest Expense
|
| |
3.0
|
| |
3.1
|
| |
3.2
|
| |
3.4
|
| |
3.5
|
| |
3.5
|
Plus: Depreciation and Amortization
|
| |
26.8
|
| |
27.7
|
| |
28.0
|
| |
28.7
|
| |
29.5
|
| |
30.6
|
Plus: Loss on Disposal of Assets
|
| |
0.3
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: Restaurant Closure Charges
|
| |
1.7
|
| |
1.7
|
| |
1.7
|
| |
1.7
|
| |
1.7
|
| |
1.7
|
Less: Amortization of Favorable and Unfavorable Lease Assets and Liabilities, Net
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
Less: Sublease Income for Closed Restaurants
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
Less: Other Income
|
| |
(0.4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: One-Time COVID-19 Related Charges
|
| |
0.1
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: One-Time Systems Upgrade Expense
|
| |
0.1
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Adjusted EBITDA
|
| |
52.2
|
| |
57.5
|
| |
65.8
|
| |
73.3
|
| |
82.1
|
| |
92.1
|
(1)
|
Estimated fiscal year 2022 is a 53-week fiscal year; estimated fiscal year 2022 figures shown above exclude the 53rd fiscal week. The prospective financial information furnished to prospective bidders for the Company also excluded the 53rd fiscal week.
|
($ in millions)
|
| |
Fiscal Year Ending December
|
|||||||||||||||
|
2021E
|
| |
2022E(1)
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
||
Net Income
|
| |
15.6
|
| |
18.8
|
| |
24.8
|
| |
30.4
|
| |
36.0
|
| |
41.9
|
Plus: Provision for Income Taxes
|
| |
6.3
|
| |
7.0
|
| |
9.2
|
| |
11.2
|
| |
13.3
|
| |
15.5
|
Plus: Interest Expense
|
| |
3.0
|
| |
3.0
|
| |
3.2
|
| |
3.3
|
| |
3.4
|
| |
3.5
|
Plus: Depreciation and Amortization
|
| |
26.5
|
| |
27.9
|
| |
28.2
|
| |
28.9
|
| |
29.8
|
| |
30.9
|
Plus: Loss on Disposal of Assets
|
| |
0.2
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: Restaurant Closure Charges
|
| |
2.1
|
| |
2.1
|
| |
2.1
|
| |
2.1
|
| |
2.1
|
| |
2.1
|
Less: Amortization of Favorable and Unfavorable Lease Assets and Liabilities, Net
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
| |
(0.3)
|
Less: Sublease Income for Closed Restaurants
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
| |
(1.2)
|
Less: Other Income
|
| |
(0.4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: One-Time COVID-19 Related Charges
|
| |
0.4
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Plus: One-Time Systems Upgrade Expense
|
| |
0.1
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Adjusted EBITDA
|
| |
52.3
|
| |
57.3
|
| |
65.9
|
| |
74.4
|
| |
83.0
|
| |
92.4
|
(1)
|
Estimated fiscal year 2022 is a 53-week fiscal year; estimated fiscal year 2022 figures shown above exclude the 53rd fiscal week. The prospective financial information furnished to prospective bidders for the Company also excluded the 53rd fiscal week.
|
•
|
reviewed and analyzed the financial terms of the merger agreement;
|
•
|
reviewed and analyzed certain financial and other data with respect to the Company which was publicly available;
|
•
|
reviewed and analyzed certain information furnished to Piper by Company management relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company, including the Company Projections provided by Company management;
|
•
|
conducted discussions with members of senior management and representatives of the Company concerning the two immediately preceding matters described above, as well as its business and prospects before and after giving effect to the merger;
|
•
|
reviewed the current and historical reported prices and trading activity of the shares of Del Taco common stock and similar information for certain other companies that Piper deemed relevant;
|
•
|
compared the financial performance of the Company with that of certain other publicly traded companies that Piper deemed relevant;
|
•
|
reviewed the financial terms, to the extent publicly available, of certain precedent transactions that Piper deemed relevant in evaluating the merger; and
|
•
|
conducted such other analyses, examinations and inquiries and considered such other financial, macroeconomic and market criteria as Piper deemed necessary in arriving at its opinion.
|
•
|
a premium of 66.1% based on the spot price per share of $7.53 on December 3, 2021, the last full trading day prior to the announcement;
|
•
|
a premium of 57.2% based on the spot price per share of $7.96 on November 26, 2021, the preceding 7-day period ended December 3, 2021;
|
•
|
a premium of 48.4% based on the spot price per share of $8.43 on November 4, 2021, the preceding 30-day period ended December 3, 2021;
|
•
|
a premium of 43.1% based on the spot price per share of $8.74 on October 5, 2021, the preceding 60-day period ended December 3, 2021;
|
•
|
a premium of 45.8% based on the spot price per share of $8.58 on September 3, 2021, the preceding 90-day period ended December 3, 2021;
|
•
|
a premium of 33.5% based on the spot price per share of $9.37 on December 4, 2020, the preceding one-year period ended December 3, 2021;
|
•
|
a premium of 79.0% based on the spot price per share of $6.99 on December 5, 2019, the preceding two-year period ended December 3, 2021;
|
•
|
a premium of 18.9% based on the spot price per share of $10.52 on December 5, 2018, the preceding three-year period ended December 3, 2021;
|
•
|
a premium of 64.6% based on the VWAP for the 7-day period ended December 3, 2021 of $7.60;
|
•
|
a premium of 54.8% based on the VWAP for the 30-day period ended December 3, 2021 of $8.08;
|
•
|
a premium of 48.4% based on the VWAP for the 60-day period ended December 3, 2021 of $8.43;
|
•
|
a premium of 47.2% based on the VWAP for the 90-day period ended December 3, 2021 of $8.50;
|
•
|
a premium of 28.7% based on the VWAP for the one-year period ended December 3, 2021 of $9.72;
|
•
|
a premium of 66.6% based on the VWAP for the two-year period ended December 3, 2021 of $7.51; and
|
•
|
a premium of 50.2% based on the VWAP for the three-year period ended December 3, 2021 of $8.33.
|
•
|
companies that operate in the limited service restaurant industry;
|
•
|
companies that have a market capitalization between $100.0 million and $3.0 billion; and
|
•
|
companies that have year-over-year systemwide unit growth rates less than or equal to 10.0%.
|
•
|
El Pollo Loco Holdings, Inc.;
|
•
|
Fiesta Restaurant Group, Inc.;
|
•
|
Jack in the Box Inc.;
|
•
|
Noodles & Company; and
|
•
|
Potbelly Corporation.
|
•
|
Enterprise value (which is defined as fully diluted equity value, based on closing prices per share on December 3, 2021, plus total debt, finance lease obligations, preferred equity, and noncontrolling interests (as applicable) less total cash and cash equivalents) as a multiple of earnings before interest, taxes, depreciation and amortization and publicly disclosed non-recurring adjustments, referred to as “EBITDA,” (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for estimated calendar year 2021; and
|
•
|
Enterprise value as a multiple of EBITDA (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for estimated calendar year 2022.
|
Merger Consideration Implied Multiple:
|
| |
Implied Multiple Reference Ranges:
|
||||||
EV / CY 2021E EBITDA
|
| |
EV / CY 2022E EBITDA
|
| |
EV / CY 2022E EBITDA
|
| |
EV / CY 2021E EBITDA
|
11.0x
|
| |
10.0x
|
| |
6.4x – 12.1x
|
| |
5.3x – 9.7x
|
Merger
Consideration
|
| |
Implied Equity Value per Share Reference Ranges:
|
|||
|
EV / CY 2021E EBITDA
|
| |
EV / CY 2022E EBITDA
|
||
$12.51
|
| |
$6.22 – $14.00
|
| |
$5.47 – $12.04
|
•
|
transactions in which the acquiring company purchased a controlling interest of the target;
|
•
|
transactions that were announced or completed between January 1, 2010 and the date of Piper’s opinion and subsequently closed or were in process of closing;
|
•
|
targets that operate in the limited service restaurant industry;
|
•
|
targets with transaction enterprise values between $100.0 million and $3.0 billion; and
|
•
|
targets with year-over-year systemwide unit growth rates less than or equal to 10.0%.
|
Target
|
| |
Acquiror
|
Firehouse Subs
|
| |
Restaurant Brands International
|
Papa Murphy’s Holdings
|
| |
MTY Food Group
|
Global Franchise Group
|
| |
Lion Capital, Serruya Private Equity
|
Bojangles’
|
| |
Durational Capital, The Jordan Company
|
Sonic Corp.
|
| |
Inspire Brands
|
Jamba
|
| |
FOCUS Brands
|
Qdoba Restaurant Corporation
|
| |
Apollo Global Management
|
Target
|
| |
Acquiror
|
Checkers & Rally’s Restaurants
|
| |
Oak Hill Capital Partners
|
Popeyes Louisiana Kitchen
|
| |
Restaurant Brands International
|
Kahala Brands
|
| |
MTY Food Group
|
Einstein Noah Restaurant Group
|
| |
JAB Holding Company
|
Portillo Restaurant Group
|
| |
Berkshire Partners
|
Caribou Coffee Company
|
| |
JAB Holding Company
|
The Krystal Company
|
| |
Argonne Capital Group
|
Arby’s Restaurant Group
|
| |
Roark Capital Group
|
CKE Restaurants
|
| |
Apollo Global Management
|
Merger Consideration Implied Multiple:
|
| |
Implied Multiple Reference Range:
|
EV / LTM EBITDA
|
| |
EV/ LTM EBITDA
|
11.0x
|
| |
5.3x – 20.9x
|
Merger
Consideration
|
| |
Implied Equity Value per Share Reference Range:
|
|
EV/ LTM EBITDA
|
||
$12.51
|
| |
$4.73 – $25.97
|
Merger Consideration
|
| |
Implied Equity Value per Share Reference Range:
|
$12.51
|
| |
$9.08 – $14.74
|
•
|
companies operating in the broader U.S. consumer industry, including apparel, consumer products, consumer services, food & beverage, restaurants and retail; and
|
•
|
transactions that were announced between January 1, 2018 and the date of Piper’s fairness opinion and subsequently closed or were in process of closing.
|
Merger Consideration
|
| |
Implied Equity Value per Share Reference Ranges:
|
|||
|
One-Day Spot
|
| |
90-Day Spot
|
||
$12.51
|
| |
$7.76 – $17.04
|
| |
$6.66 – $21.73
|
Merger Consideration
|
| |
Company 52-Week Trading Low and High Range:
|
$12.51
|
| |
$7.34 – $11.99
|
•
|
Stock Options. Immediately prior to the effective time, each Company stock option that is outstanding, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) $12.51 over (B) the per share exercise price for such Company option, multiplied by (ii) the total number of shares underlying such stock option, less any required withholding taxes.
|
•
|
Restricted Stock Awards (“RSAs”).
|
○
|
Accelerating Restricted Stock Awards. Immediately prior to the effective time, each RSA that is unvested and outstanding immediately prior to the effective time (other than the Non-Accelerating Restricted Stock Awards described below) (“Accelerating RSAs”) shall become fully vested, the restrictions with respect thereto shall lapse, and shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.51 per share, less any required withholding taxes.
|
○
|
Non-Accelerating Restricted Stock Awards. RSAs granted to the executive officers in 2019 and 2021 (the “Non-Accelerating RSAs”) will be assumed by Parent in connection with the merger and be converted into a restricted stock award with respect to a number of shares of Parent common stock (rounded down to the nearest whole share) determined based on an “exchange ratio”. The “exchange ratio” is a ratio equal to $12.51 divided by the closing price per share of Parent common stock on the trading day immediately preceding the closing date. Such converted restricted stock awards will be subject to the same vesting schedule as in place immediately prior to the effective time except that they will be subject to full accelerated vesting upon a termination of the executive officer’s employment with Parent without “cause” (as such term is defined in the executive officer’s employment or services agreement).
|
•
|
Performance-Based Restricted Stock Unit Awards (“PSUs”). Immediately prior to the effective time, each PSU that is unvested and outstanding immediately prior to the effective time shall become fully vested and shall be cancelled and converted into the right to receive an amount in cash equal to $12.51 per share, less any required withholding taxes.
|
•
|
current base salary payable in equal monthly installments over a period of 12 months following termination;
|
•
|
a pro-rata portion of the annual bonus paid to the executive for the year prior to termination based on the amount of time for which he was employed in the year of termination payable in 12 equal monthly installments; and
|
•
|
continued participation, for a period of 12 months following termination, in the Company’s health plan or reimbursement of premiums for comparable health benefits up to 125% of the cost to the Company of providing the coverage prior to termination.
|
•
|
a bank, insurance company or other financial institution;
|
•
|
a tax-exempt organization or government organization;
|
•
|
a dealer or broker in securities or non-U.S. currencies;
|
•
|
a trader in securities who elects the mark-to-market method of accounting;
|
•
|
”controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
a Del Taco stockholder subject to the alternative minimum tax provisions of the Internal Revenue Code;
|
•
|
a mutual fund;
|
•
|
a U.S. expatriate or former citizen or formerlong-term resident of the United States
|
•
|
a partnership (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), an S corporation or other pass-through entity (or an investor in such an S corporation or other pass-through entity);
|
•
|
a foreign pension fund and its affiliates;
|
•
|
a person whose functional currency is not the U.S. dollar;
|
•
|
a real estate investment trust or regulated investment company;
|
•
|
a Del Taco stockholder that holds its shares of Del Taco common stock through individual retirement or other tax-deferred accounts;
|
•
|
an entity subject to section 7874 of the Code;
|
•
|
a Del Taco stockholder that holds shares of Del Taco common stock as part of a hedge, constructive sale, appreciated financial position, straddle, synthetic security or conversion or integrated transaction or other risk-reduction transaction for U.S. federal income tax purposes; or
|
•
|
a Del Taco stockholder that acquired shares of Del Taco common stock through the exercise of compensatory options or stock purchase plans or otherwise as compensation.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state therein or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust (i) that is subject to the primary supervision of a court within the United States and all the substantial decisions of which are controlled by one or more U.S. persons as defined in section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person as defined in section 7701(a)(30) of the Code.
|
•
|
the gain, if any, recognized by the non-U.S. holder is effectively connected with a trade or business of the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment in the United States);
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met; or
|
•
|
the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of Del Taco common stock at any time during the five (5)-year period preceding the merger, and Del Taco is or has been a “U.S. real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five (5)-year period preceding the merger or the period that the non-U.S. holder held the shares of Del Taco common stock.
|
•
|
organization, good standing and qualification to do business;
|
•
|
authorized share capital of Del Taco, issued and outstanding equity of Del Taco and other matters regarding capitalization;
|
•
|
corporate authority relative to the merger agreement, consents and approvals relating to the execution, delivery and performance of the merger agreement;
|
•
|
absence of conflicts and required consents and approvals;
|
•
|
reports, forms, documents and financial statements of Del Taco required by the SEC and establishment and maintenance of certain disclosure controls and procedures and internal control over financial reporting, in addition to no undisclosed material liabilities with;
|
•
|
absence of certain events or changes in the business of Del Taco from December 29, 2020 to December 5, 2021, including an absence of a “material adverse effect”;
|
•
|
litigation against or involving Del Taco;
|
•
|
Del Taco’s material contracts and enforceability thereof;
|
•
|
compliance with applicable laws (including anti-corruption laws) and permits;
|
•
|
Del Taco’s employee benefit plans, employee relations and related labor matters;
|
•
|
real estate owned and leased by Del Taco;
|
•
|
Del Taco’s tax returns, filings and other tax matters;
|
•
|
compliance with environmental laws, permits issued pursuant to such environmental laws and absence of lawsuits against Del Taco pertaining to such environmental laws;
|
•
|
Insurance policies;
|
•
|
Del Taco’s franchisees, including contractual relationships;
|
•
|
Del Taco’s intellectual property and data privacy and security and;
|
•
|
quality and safety of food and beverage products of Del Taco;
|
•
|
absence of interested party transactions;
|
•
|
the top twenty (20) largest suppliers of Del Taco and absence of certain changes relating to those relationships;
|
•
|
approval by the Del Taco board of directors;
|
•
|
applicable state anti-takeover statutes or regulations;
|
•
|
opinion of Del Taco’s financial advisor; and
|
•
|
brokers’ fees and expenses.
|
•
|
organization, good standing and qualification to do business;
|
•
|
corporate authority relative to the merger agreement, consents and approvals relating to the execution, delivery and performance of the merger agreement;
|
•
|
absence of conflicts, consents and certain agreements committing to a party being entitled to receive any share of the Del Taco common stock;
|
•
|
absence of being an “interested stockholder” of Del Taco for the three (3) years prior to December 5, 2021;
|
•
|
litigation against or involving Parent;
|
•
|
operations of Merger Sub;
|
•
|
availability of funds to consummate the merger, as well as matters relating to debt financing;
|
•
|
the solvency of Parent immediately after giving effect to the consummation of the transactions contemplated by the merger agreement;
|
•
|
broker’s fees and expenses;
|
•
|
confirmation with respect to statements made in this proxy statement; and
|
•
|
non-reliance on estimates, projections, forecasts, forward-looking statements and business plans of Del Taco.
|
•
|
conditions (or changes therein) generally affecting the industry or industries in which Del Taco operates (including the restaurant industry) unless such conditions materially and disproportionately have a greater adverse impact on Del Taco relative to other, similarly-situated (i.e., taking into account size, geography, product offerings and markets served) companies operating in the industries in which Del Taco operates;
|
•
|
general legal, tax, economic, political and/or regulatory conditions (or changes therein), including any changes affecting financial, credit, commodity (including oil), produce, livestock or capital market conditions or changes affecting companies with similar geographic coverage as Del Taco in the industry or
|
•
|
any generally applicable change in law or GAAP or authoritative interpretation of law or GAAP unless such change materially and disproportionately has a greater adverse impact on Del Taco relative to other, similarly-situated companies operating in the industries in which the Del Taco operates;
|
•
|
the taking of any actions that are expressly required by the merger agreement to be taken, or the failure to take any action that is expressly prohibited by the merger agreement to be taken, or at the written request or with the written consent of Parent or Merger Sub;
|
•
|
changes in the market price or trading volume of the shares of Del Taco common stock (provided, that the underlying causes of such changes may be considered in determining whether there is a material adverse effect);
|
•
|
any failure to meet published analyst estimates or expectations for any period, in and of itself, or any failure by the Company to meet its internal or external budgets, plans or forecasts, in and of itself (provided, that the underlying causes of such failure may be considered in determining whether there is a material adverse effect);
|
•
|
any effects attributable to the negotiation, execution or announcement of the merger agreement, the merger, and the other transactions contemplated by the merger agreement, including any litigation arising therefrom, or any adverse change in employee, customer, supplier, financing source, licensor, licensee, sub-licensee, stockholder, joint venture partner or similar relationship; provided, that such exception does not apply in connection with any breach of or inaccuracy in any representation or warranty in the merger agreement expressly addressing the consequences of the negotiation, execution or announcement of the merger agreement and the merger;
|
•
|
existence or impact of any litigation, investigation or inquiry involving Del Taco or any subsidiary or affiliate of Del Taco that has been disclosed in the disclosure schedule;
|
•
|
payment of any amounts due to, or the provision of any other benefits to, any officers or employees under the express terms of Company benefit plans in existence as of the date hereof and disclosed in Del Taco’s SEC documents or the disclosure schedule;
|
•
|
conditions arising out of acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, pandemics (including COVID-19 and any associated COVID-19 measures) or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement unless such Effects, in the case of Effects resulting from COVID-19 and associated COVID-19 measures, result from any material failure by the Company or its Subsidiaries to comply with any compulsory COVID-19 measures applicable to the Company or any of its Subsidiaries; or
|
•
|
any dispute or legal proceeding relating to certain matters affecting Parent.
|
•
|
declare, authorize, establish a record date for, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or other equity, property or a combination thereof) in respect of, any of its capital stock, other than quarterly dividends in the ordinary course of business and dividends or distributions by a wholly owned subsidiary of Del Taco to its parent;
|
•
|
split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in lieu of or in substitution for shares of its capital stock;
|
•
|
issue, deliver, grant, pledge, subject to any lien or sell any shares of its capital stock or other voting securities or equity interests, any options, warrants, rights, convertible or exchangeable securities, stock-settled performance units or other rights to acquire any such shares, securities, interests or other rights that give the holder thereof any economic interest of a nature accruing to the holders of such shares or securities, other than (i) the issuance of shares of Del Taco common stock upon the exercise of Del Taco stock options or upon the settlement of Del Taco RSUs, in each case, that are outstanding on the date of the merger agreement and in accordance with the applicable equity award’s terms, (ii) the issuance of shares of Del Taco Common stock, and (iii) as required to comply with any employee benefit plan as in effect on December 5, 2021;
|
•
|
amend Del Taco’s charter or by-laws or the comparable organizational documents of any of Del Taco’s subsidiaries;
|
•
|
sell, transfer, lease, license, sublicense, abandon or otherwise dispose of any of its material properties or assets (including capital stock of any subsidiary of Del Taco and intangible property), subject to certain exceptions;
|
•
|
(i) incur any long-term or short-term indebtedness of Del Taco or any of its subsidiaries, except for incremental borrowings under the company’s existing credit facility in the ordinary course of business consistent with past practice up to a total aggregate amount outstanding of $115,000,000, or assume, guarantee or otherwise become liable for material obligations of another person for borrowed money, (ii) make any loans or capital contributions to, or investments in, any other person, in a material amount or (iii) cancel any material indebtedness or waive any claims or rights of substantial value other than in the ordinary course of business;
|
•
|
sell, assign, lease, license, sublicense, terminate, abandon, waive, allow to lapse or otherwise transfer or dispose of or create any lien on or grant any interest in or rights with respect to Del Taco’s intellectual property, subject to certain exceptions in connection with franchise and development contracts entered into in the ordinary course of business;
|
•
|
sell or acquire any (i) real property, (ii) business or capital stock, (iii) material amounts of assets in excess of $5,000,000 in the aggregate, or (iv) any assets to or from any Del Taco franchisee or enter into a joint venture or similar venture;
|
•
|
Make any material change to its accounting methods, except as required to comply with relevant regulations;
|
•
|
increase the compensation or other benefits payable or to become payable to officers, directors or employees of Del Taco, other than with respect to newly hired employees or employees in the context of bona fide individualized promotions, in each case whose annual base compensation is less than $200,000 and in the ordinary course of business and consistent with past practice;
|
•
|
grant any officer, director, or employee of Del Taco or any of its subsidiaries any increase in severance or termination pay, other than with respect to newly hired employees or employees in the context of bona fide individualized promotions, in each case whose annual base compensation is less than $200,000 and in the ordinary course of business and consistent with past practice;
|
•
|
enter into any employment, consulting, severance or termination agreement with any officer, director or senior employee of Del Taco or any of its subsidiaries (i) except for store-level employees in the ordinary course of business consistent with past practice and (ii) other than with respect to newly hired employees or employees in the context of bona fide individualized promotions, in each case whose annual base compensation is less than $200,000 and in the ordinary course of business and consistent with past practice;
|
•
|
establish, adopt, amend or enter into any collective bargaining agreement or other agreement with a labor union, works council or similar organization or Del Taco benefit plan;
|
•
|
accelerate any rights or benefits, or make any material determinations, under any benefit plan of Del Taco;
|
•
|
implement any employee layoffs that would reasonably be expected to implicate the WARN Act;
|
•
|
settle any claim or litigation other than settlements in the ordinary course of business which do not require payment in excess of $350,000 individually or $1,000,000 in the aggregate, except any such settlement which would involve injunctive or equitable relief, restrict Del Taco’s business, or involve admission of wrong doing;
|
•
|
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or enter into a new line of business or franchise system;
|
•
|
take certain tax-related actions;
|
•
|
make capital expenditures other than in accordance with the budget provided to Parent;
|
•
|
voluntarily terminate, amend, modify or waive material rights or material claims under certain material contracts or enter into any contract that would have been considered such a contract if it had been entered into prior to December 5, 2021, subject to certain exceptions for actions in the ordinary course of business;
|
•
|
agree to any exclusivity, non-competition or similar provision or covenant restricting Del Taco, its subsidiaries or their affiliates from competing in any line of business or with any person or in any area;
|
•
|
make any material change to the terms of Del Taco’s or any of its subsidiaries’ system- or region- wide policies or procedures with respect to franchisee matters, subject to certain exceptions for changes in the ordinary course of business;
|
•
|
subject to certain exceptions, open any restaurant in a country or state where Del Taco or any subsidiary does not currently have an owned or franchised restaurant or otherwise engage in any other operations in any country or state in which Del Taco or any subsidiary does not currently conduct other operations; or
|
•
|
agree to take any of the above actions.
|
•
|
obtain all authorizations, consents, orders, clearances approvals, licenses, permits and waivers of all governmental authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, the merger agreement and the consummation of the transactions contemplated by the merger agreement, or avoid any action or proceeding by any governmental authority;
|
•
|
provide such other information to any governmental authority as it may lawfully request in connection with the merger agreement and the transactions contemplated by the merger agreement;
|
•
|
within ten (10) business days after the date of the merger agreement, make or cause to be made the applications or filings, under or with respect to the HSR Act, in addition to other applicable required governmental approvals or any other applicable law in connection with the authorization, execution and delivery of the merger agreement;
|
•
|
cooperate in all respects with each other in connection with any filing or submission with a governmental authority in connection with the transactions contemplated by the merger agreement and in connection with any investigation or other inquiry by or before a governmental authority; and
|
•
|
keep each other reasonably apprised of the content and status of any communications with or from any governmental authority with respect to the transactions contemplated by the merger agreement.
|
•
|
furnish to the other party all information necessary for any application or other filing to be made in connection with the transactions contemplated in the merger agreement;
|
•
|
promptly inform the other of any material communication with, and any proposed understanding, undertaking or agreement with, any governmental authority regarding any such application or filing; if
|
•
|
coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any such application or filing.
|
•
|
adoption and approval of the merger agreement by an affirmative vote by stockholders holding a majority of the shares of Del Taco common stock issued and outstanding at the close of business on the record date and entitled to vote thereon;
|
•
|
no governmental authority having jurisdiction over any party to the merger agreement shall have issued any order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger and no applicable law shall have been adopted that makes consummation of the merger illegal or otherwise prohibited; provided, that the party seeking to assert this condition shall have used those efforts required under the merger agreement to resist, lift or resolve such order or applicable law; and
|
•
|
the applicable waiting period (and any extension thereof) applicable to the merger under the HSR Act shall have expired or been terminated.
|
•
|
the representations and warranties of the Company:
|
○
|
regarding the authorized share capital of the Company and issued and outstanding equity (including stock options and Company Equity Awards) shall be true and correct in all respects as of December 5, 2021 and as of the closing date as though made on and as of such date (except for any representation or warranty that is expressly made as of a specified date, in which case only as of such specified date), except for de minimis inaccuracies;
|
○
|
regarding corporate authority relative to the merger agreement, conflicts with the Company’s governing documents relative to the merger or the merger agreement, the capitalization of each subsidiary of the Company, outstanding debt securities convertible to Company equity and brokers’ fees resulting from the merger shall be true and correct in all material respects (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of December 5, 2021 and as of the closing date as though made on and as of such date (except for any representation or warranty that is expressly made as of a specified date, in which case only as of such specified date); and
|
○
|
regarding each of the other representations and warranties of the Company set forth in the merger agreement shall be true and correct (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of the date of the merger agreement and as of the closing date as though made on and as such date (except for any such representation or warranty that is expressly made as of a specified date, in which case only as of such specified date), except in the case of this provision, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to the Company (“Company Material Adverse Effect”);
|
•
|
the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with and by the Company under the merger agreement on or prior to the closing date;
|
•
|
since December 5, 2021, no Company Material Adverse Effect shall have occurred;
|
•
|
Parent shall have received at the closing a certificate signed on behalf of the Company by an authorized officer of the Company certifying that the conditions set forth above regarding the representations and warranties of the Company, the covenants, agreements and obligations of the Company and the absence of a Company Material Adverse Effect have been satisfied have been satisfied; and
|
•
|
the Company shall have delivered to Parent and Merger Sub a duly completed and executed affidavit, dated as of the closing date and issued in form and substance as required pursuant to Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c), certifying under penalties of perjury that the Del Taco Common Stock is not a United States real property interest within the meaning of Section 897(c) of the Code, accompanied by an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company following the closing.
|
•
|
the representations and warranties of Parent and Merger Sub:
|
○
|
regarding corporate authority relative to the merger agreement, conflicts with the governing documents of Parent and Merger Sub, required approvals from governmental authorities, conflicts with material contracts and violation of laws or orders applicable to Parent or Merger Sub, in each case, relative to the merger and the merger agreement and brokers’ fees resulting from the merger shall be true and correct in all material respects (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of the December 5, 2021 and as of the closing date as though made on and as of such date (except to the extent any such representation or warranty expressly relates to a specified date, in which case only on and as of such specific date); and
|
○
|
regarding each of the other representations and warranties of Parent and Merger Sub set forth in the merger agreement shall be true and correct (with all references to the term “material adverse effect” and other qualifications based on the word “material,” set forth in any such representations and warranties being disregarded) as of December 5, 2021 and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are made on and as of a specified date, in which case only as of such specified date), except in the case of this provision only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to perform their respective obligations under the merger agreement;
|
•
|
Parent and Merger Sub shall each have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing date; and
|
•
|
the Company shall have received at the closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth above regarding the representations and warranties of Parent and Merger Sub and the covenants, agreements and obligations of Parent and Merger Sub have been satisfied have been satisfied.
|
•
|
by mutual written consent of each of Del Taco and Parent;
|
•
|
by either Del Taco or Parent, upon written notice to the other party, if:
|
○
|
the effective time of the merger has not occurred on or before June 6, 2022 (which we refer to as the “end date”), provided that the end date will be extended to September 6, 2022 if all of the conditions to closing have been satisfied or waived (as permitted by applicable law) other than (A) those conditions that by their terms are to be satisfied at the closing (which conditions are then capable of being satisfied) and (B) the condition relating to the expiration or termination of the waiting period under the HSR Act;
|
○
|
any governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement (notwithstanding any approval of the merger agreement by the stockholders of the Company). However, the party seeking to terminate the merger agreement can only terminate if it did not breach its obligations regarding obtaining regulatory approval in a manner that has primarily caused such order or action of a governmental authority; and
|
○
|
the stockholder approval of the merger has not been obtained by reason of the failure to obtain the required vote at the stockholder meeting (or any adjournment or postponement thereof);
|
•
|
by Parent, upon written notice to Del Taco if:
|
○
|
Del Taco breaches any representation, warranty, covenant or other agreement contained in the merger agreement (i) such that the conditions of Parent’s obligations to consummate the merger agreement would not be satisfied and (ii) Del Taco has not cured such breach prior to the earlier of the end date or the thirtieth (30th) calendar day following Parent’s delivery of written notice describing such breach to the Company;
|
○
|
prior to the stockholder approval, the Del Taco Board or any committee thereof shall have effected an adverse recommendation change; provided, that the exercise of such termination right by Parent must occur within ten (10) days after the adverse recommendation change;
|
•
|
by Del Taco, upon written notice to Parent, if:
|
○
|
Parent or Merger Sub breaches any representation, warranty, covenant or other agreement contained in the merger agreement (i) such that the conditions of Del Taco’s obligations to consummate the merger agreement would not be satisfied and (ii) Parent or Merger Sub has not cured such breach prior to the earlier of the end date or the thirtieth (30th) calendar day following Del Taco’s delivery of written notice describing such breach to Parent;
|
○
|
prior to the stockholder approval, the Del Taco Board has effected an adverse recommendation change in order to enter into an alternative acquisition agreement in connection with a superior proposal, so long as (i) immediately prior to or concurrently with such termination Del Taco pays to Parent the Del Taco termination fee (as more fully described in the section entitled “The Merger Agreement—Termination Fee” beginning on page 68 and (ii) Del Taco has complied in all material respects with its obligations regarding exclusivity and unsolicited acquisition proposals and the obligations of the Del Taco Board regarding adverse recommendation changes and intervening events; or
|
○
|
(i) all of the conditions of Parent’s obligations to consummate the merger agreement have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, and such conditions are then capable of being satisfied), (ii) Del Taco has notified Parent in writing that (A) all conditions of the Del Taco’s obligations to consummate the merger agreement have been and continue to be satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is then capable of being satisfied) or that it is willing to waive any unsatisfied conditions and (B) Del Taco is ready, willing and able to consummate the merger, and (iii) Parent and Merger Sub have failed to consummate the merger within two (2) business days after the Closing was required to have occurred pursuant to the terms of the merger agreement.
|
•
|
by Del Taco in order to accept a superior proposal, as long as neither Parent nor Merger Sub are then in material breach of the merger agreement;
|
•
|
by Parent if the Del Taco Board effects an adverse recommendation change, as long as neither Parent nor Merger Sub are then in material breach of the merger agreement;
|
•
|
by Del Taco or Parent, respectively, if (i) the Del Taco stockholders do not approve the merger and (ii) at the time of such termination Parent would have been able to terminate the merger agreement as a result of the Del Taco Board effecting an adverse recommendation change;
|
•
|
by Del Taco or Parent, respectively, (i) in the event that the end date has been reached or in the event the Del Taco stockholders do not approve the merger, (ii) an acquisition proposal by a third party has been made publicly or to the Del Taco Board (and not withdrawn) and (iii) within twelve (12) months after the merger agreement is so terminated Del Taco consummates or enters into a definitive agreement for an acquisition transaction ; or
|
•
|
by Parent if (i) Del Taco breaches the merger agreement, (ii) an acquisition proposal by a third party has been made publicly or to the Del Taco Board (and not withdrawn) and (iii) within twelve (12) months after the merger agreement is so terminated Del Taco consummates or enters into a definitive agreement for an acquisition transaction.
|
•
|
by Del Taco as a result of Parent breaching the terms of the merger agreement; or
|
•
|
by Del Taco as a result of Parent failing to close when the conditions to close have been satisfied or waived.
|
•
|
severance payments that each named executive officer would be entitled to receive in connection with a covered termination pursuant to the terms of his employment agreement (each described in more detail in the section entitled “The Merger (Proposal 1)—Interests of Certain Del Taco Directors and Executive Officers in the Merger—Employment Agreements” beginning on page 46 of this proxy statement);
|
•
|
payments in connection with Del Taco’s equity-based compensation awards, the treatment of which is described in more detail in the section entitled “The Merger (Proposal 1)—Treatment of Del Taco’s Equity Awards” beginning on page 5 of this proxy statement.
|
•
|
the effective date of the merger is February 28, 2022, which, solely for purposes of this specified compensation disclosure, is the assumed closing date of the merger;
|
•
|
immediately following the effective time, the employment of each of Del Taco’s named executive officers is terminated by Del Taco without “Cause,” as defined under his employment agreement (we refer to such a termination as a “covered termination”); and
|
•
|
the value of a share of Del Taco common stock is $12.51.
|
Name
|
| |
Cash($)(1)
|
| |
Equity($)(2)
|
| |
Perquisites/
Benefits($)(3)
|
| |
Total($)(4)
|
John D. Cappasola, Jr.
|
| |
677,813
|
| |
3,665,425
|
| |
20,797
|
| |
4,364,035
|
Steven L. Brake
|
| |
424,657
|
| |
1,385,575
|
| |
20,797
|
| |
1,831,029
|
Chad Gretzema
|
| |
353,188
|
| |
1,254,854
|
| |
15,005
|
| |
1,623,047
|
(1)
|
Cash. The cash amounts payable to the named executive officers in connection with a covered termination consist of (a) the executive’s current base salary payable in equal monthly installments over a period of 12 months following termination and (b) a pro-rata portion of the bonus paid to the executive for the year prior to termination based on the amount of time the executive was employed in the year of termination, payable in 12 equal monthly installments. These amounts are only payable upon a covered termination, and the amounts are the same regardless of whether the termination occurs before or after the merger. Set forth below are the separate estimated values of each of the cash severance payments for each named executive officer. Because the final amounts of 2021 annual bonuses have not yet been finalized, estimated pro-rata annual cash bonus amounts assume that each named executive officer’s 2021 bonus will be earned at 100% of the target amount (target bonuses are 100% of base salary for John D. Cappasola, Jr., and 75% of base salary for each of Steven L. Brake and Chad Gretzema).
|
Name
|
| |
Continued Base
Salary ($)
|
| |
Pro-rata 2022
Annual Cash
Bonus ($)
|
| |
Total ($)
|
John D. Cappasola, Jr.
|
| |
583,495
|
| |
94,318
|
| |
677,813
|
Steven L. Brake
|
| |
378,741
|
| |
45,916
|
| |
424,657
|
Chad Gretzema
|
| |
315,000
|
| |
38,188
|
| |
353,188
|
(2)
|
Equity. The amounts reflected in the table below under the heading “Value of Equity Payable at the Effective Time (Single-Trigger)” are single-trigger and represent the value of unvested Del Taco stock options, Accelerating RSAs, and PSUs held by each named executive officer that will be subject to accelerated vesting upon the occurrence of the effective time pursuant to the merger agreement. The amounts do not include the portions of such equity awards that have already vested according to their terms, nor do they include the value of the Non-Accelerating RSAs, which will not become vested in connection with the merger.
|
|
| |
Value of Equity Payable at the Effective Time (Single-Trigger)
|
|||||||||
Name
|
| |
Stock
Options ($)
|
| |
Accelerating
RSAs ($)
|
| |
PSUs ($)
|
| |
Total ($)
|
John D. Cappasola, Jr.
|
| |
689,772
|
| |
1,505,428
|
| |
402,809
|
| |
2,598,009
|
Steven L. Brake
|
| |
261,927
|
| |
640,437
|
| |
143,865
|
| |
1,046,229
|
Chad Gretzema
|
| |
358,825
|
| |
505,091
|
| |
143,865
|
| |
1,007,781
|
Name
|
| |
Value of Non-Accelerating RSAs Payable Upon a Covered
Termination Following the Effective Time (Double-Trigger) ($)
|
John D. Cappasola, Jr.
|
| |
1,067,416
|
Steven L. Brake
|
| |
339,346
|
Chad Gretzema
|
| |
247,073
|
(3)
|
Perquisites/Benefits. Reflects the estimated cost (determined on the basis of current COBRA rates for post-employment continuation coverage) of the executive’s continued participation, for a period of 12 months following termination, in the Company’s health plan or reimbursement of premiums for comparable health benefits up to 125% of the cost to the Company of providing the coverage prior to termination. These benefits are only payable upon a covered termination, and the amounts are the same regardless of whether the termination occurs before or after the merger.
|
|
| |
Market Price
|
| |
Dividend
Declared(1)
|
|||
Fiscal Quarter
|
| |
High
|
| |
Low
|
| ||
Q1 2019
|
| |
$11.10
|
| |
$9.65
|
| |
|
Q2 2019
|
| |
$12.29
|
| |
$9.65
|
| |
|
Q3 2019
|
| |
$13.50
|
| |
$10.59
|
| |
|
Q4 2019
|
| |
$11.40
|
| |
$6.92
|
| |
|
Q1 2020
|
| |
$8.12
|
| |
$2.45
|
| |
|
Q2 2020
|
| |
$7.95
|
| |
$2.97
|
| |
|
Q3 2020
|
| |
$9.32
|
| |
$5.57
|
| |
|
Q4 2020
|
| |
$10.43
|
| |
$7.23
|
| |
|
Q1 2021
|
| |
$11.75
|
| |
$8.70
|
| |
$0.04
|
Q2 2021
|
| |
$11.99
|
| |
$9.46
|
| |
$0.04
|
Q3 2021
|
| |
$10.93
|
| |
$8.09
|
| |
$0.04
|
Q4 2021(1)
|
| |
$12.56
|
| |
$7.34
|
| |
$0.04
|
(1)
|
Under the terms of the merger agreement, from the date of the merger agreement until the effective time, Del Taco is permitted to declare and pay quarterly dividends in the ordinary course.
|
Name and Address of Beneficial Owner
|
| |
Shares
Beneficially Owned
|
| |
Percentage
of Common
Stock Owned(1)
|
Dimensional Fund Advisors L.P.(2)
|
| |
2,426,892
|
| |
6.6%
|
Belfer Investment Partners L.P.(3)
|
| |
3,535,099
|
| |
9.6%
|
BlackRock Inc.(4)
|
| |
2,060,580
|
| |
5.6%
|
Versor Investments LP(5)
|
| |
1,839,552
|
| |
5.1%
|
The Vanguard Group(6)
|
| |
1,870,697
|
| |
5.1%
|
Ari B. Levy(7)
|
| |
2,047,855
|
| |
5.6%
|
Chad Gretzema(8)
|
| |
175,851
|
| |
0.5%
|
Eileen Aptman(3)
|
| |
1,366,508
|
| |
3.7%
|
John D. Cappasola, Jr.(9)
|
| |
562,091
|
| |
1.5%
|
Joseph Stein(10)
|
| |
41,823
|
| |
0.1%
|
Karen Luey(11)
|
| |
6,484
|
| |
*
|
Lawrence F. Levy(12)
|
| |
1,473,835
|
| |
4.0%
|
R.J. Melman(13)
|
| |
72,039
|
| |
0.2%
|
Steven L. Brake(14)
|
| |
348,989
|
| |
0.9%
|
Valerie L. Insignares(15)
|
| |
12,389
|
| |
*
|
All directors and executive officers as a group (10 persons)
|
| |
5,022,195
|
| |
13.6%
|
*
|
Less than one percent.
|
(1)
|
Based on 36,397,054 shares of common stock outstanding on December 30, 2021 and 418,731 shares of unvested restricted stock and 55,199 shares of unvested performance-based restricted stock units, as well as the number of options outstanding held by each respective beneficial owner, if any. The table also includes shares that are subject to forfeiture.
|
(2)
|
Based on the Schedule 13G the stockholder filed with the SEC on February 12, 2021, the address for this stockholder is 6300 Bee Cave Road, Building One, Austin, TX 78746. Dimensional Fund Advisors L.P. has sole voting power with respect to 2,329,067 of these shares.
|
(3)
|
The shares in the table held by Belfer Investment Partners, L.P. consist of 2,248,487 shares held by Belfer Investment Partners, L.P. and 1,286,612 shares held by Lime Partners, LLC. The General Partner of Belfer Investment Partners, L.P. is Belfer Management LLC. Laurence Belfer is the sole manager of Belfer Management LLC and exercises voting and dispositive power over the shares held by Belfer Investments Partners, L.P. Eileen Aptman and Belfer Management LLC are the managers of Lime Partners, LLC and the sole manager of Belfer Management LLC is Laurence D. Belfer. Ms. Aptman and Mr. Belfer exercise voting and dispositive power over the shares held by Lime Partners, LLC. The shares in the table held by Ms. Aptman consist of the shares held by Lime Partners, LLC, 57,096 shares granted pursuant to restricted stock awards, of which 44,707 shares are vested, and 22,800 directly held by Ms. Aptman. Each of the person or entities referenced in this footnote disclaims beneficial ownership of the shares reported herein except to the extent of its, his or her pecuniary interest therein. The business address of Belfer Investment Partners, L.P. and Lime Partners, LLC is 757 Fifth Avenue, 46th Floor, New York, NY 10153.
|
(4)
|
Based on the Schedule 13G the stockholder filed with the SEC on January 29, 2021, the address for this stockholder is 55 East 52nd Street, New York, NY 10055.
|
(5)
|
Based on Schedule 13G Versor Investments LP filed with the SEC on December 17, 2021, the address for this stockholder is 1120 Avenue of the Americas, 15th Floor, New York, NY 10036.
|
(6)
|
Based on the Schedule 13G the stockholder filed with the SEC on February 10, 2021, the address for this stockholder is 100 Vanguard Boulevard, Malvern, PA 19355. The Vanguard Group has sole dispositive power over 1,827,560 of these shares and shared dispositive power over 43,137 of these shares. The Vanguard Group has sole voting power over none of these shares and shared voting power over 22,003 of these shares.
|
(7)
|
Consists of (i) 1,070,429 shares of Common Stock held by Levy Family Partners LLC, (ii) 492,597 shares of Common Stock beneficially owned by Ari Levy, (iii) 457,200 shares of Common Stock that are held in trusts for which Ari Levy is co-trustee, (iv) 15,240 shares of Common Stock held by LFP Management, LLC, for which Ari Levy and Lawrence Levy share voting and investment power with other managers of LFP Management, LLC and (v) 12,389 shares of unvested restricted stock. Lawrence F. Levy and Ari B. Levy are two of the four managers of Levy Family Partners LLC and exercise voting and dispositive control over the shares held by Levy Family Partners LLC, but they disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
|
(8)
|
Includes (i) 60,125 shares of unvested restricted stock, (ii) 11,500 unvested performance-based restricted stock units, (iii) vested non-qualified stock options to purchase 16,250 shares of common stock and (iv) non-qualified stock options which will vest within 60 days to purchase 12,500 shares of common stock.
|
(9)
|
Includes (i) 205,663 shares of unvested restricted stock, (ii) 32,199 unvested performance-based restricted stock units and (iii) vested non-qualified stock options to purchase 9,725 shares of common stock.
|
(10)
|
Includes 6,194 shares of unvested restricted stock.
|
(11)
|
Includes 6,484 shares of unvested restricted stock.
|
(12)
|
Consists of (i) 1,070,429 shares of Common Stock held by Levy Family Partners LLC, (ii) 375,777 shares of Common Stock beneficially owned by Lawrence F. Levy, either directly or through revocable trusts, (iii) 15,240 shares of Common Stock held by LFP Management, LLC, for which Ari Levy and Lawrence Levy share voting and investment power with other managers of LFP Management, LLC and (iv) 12,389 shares of unvested restricted stock. Lawrence F. Levy and Ari B. Levy are two of the four managers of Levy Family Partners LLC and exercise voting and dispositive control over the shares held by Levy Family Partners LLC, but they disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
|
(13)
|
Includes 12,389 shares of unvested restricted stock.
|
(14)
|
Includes (i) 78,320 shares of unvested restricted stock, (ii) 11,500 unvested performance-based restricted stock units and (iii) vested non-qualified stock options to purchase 4,641 shares of common stock.
|
(15)
|
Includes 12,389 shares of unvested restricted stock.
|
•
|
the stockholder must NOT vote in favor of the proposal to adopt the merger agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the merger agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt the merger agreement, abstain or not vote its shares;
|
•
|
the stockholder must deliver to Del Taco a written demand for appraisal before the vote on the proposal to adopt the merger agreement at the special meeting;
|
•
|
the stockholder must continuously hold the shares of Del Taco common stock from the date of making the demand through the effective time. A stockholder will lose appraisal rights if the stockholder transfers the shares before the effective time; and
|
•
|
the stockholder or the surviving corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within one hundred twenty (120) days after the effective time. The surviving corporation is under no obligation to file any such petition in the Delaware
|
•
|
Annual Report on Form 10-K for the fiscal year ended December 29, 2020, filed on March 8, 2021;
|
•
|
Quarterly Reports on Form 10-Q for the quarter ending March 23, 2021 filed on May 3, 2021, for the quarter ending June 15, 2021 filed on July 23, 2021 and for the quarter ending September 7, 2021 filed on October 18, 2021;
|
•
|
Definitive Proxy Statement for Del Taco’s 2021 annual meeting of stockholders, filed April 13, 2021; and
|
•
|
Current Reports on Form 8-K, filed June 1, 2021, July 9, 2021, July 16, 2021, and December 6, 2021 (as amended by the Form 8-K/A filed on December 7, 2021).
|
|
| |
|
| |
|
| |
Page
|
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | |
|
| |
|
| |
|
| |
Page
|
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
| | ||||||||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | | |||
|
| | | | | |
Term
|
| |
Section
|
Adverse Recommendation Change
|
| |
6.03(a)
|
Affected Employees
|
| |
6.07(a)
|
Agreement
|
| |
Preamble
|
Alternative Acquisition Agreement
|
| |
6.02(a)(i)
|
Alternative Debt Financing
|
| |
6.16(a)
|
Bankruptcy and Equity Exception
|
| |
4.02(a)
|
Board Recommendation
|
| |
4.02(b)
|
Capitalization Date
|
| |
4.04(a)
|
Certificate of Merger
|
| |
2.02(a)
|
Certificates
|
| |
2.04(a)
|
Closing
|
| |
2.01
|
Company
|
| |
Preamble
|
Company Common Stock
|
| |
4.04(a)
|
Company Disclosure Schedule
|
| |
Article 4
|
Company Franchise
|
| |
4.19(a)
|
Company Franchise Agreements
|
| |
4.19(a)
|
Company Leased Real Property Leases
|
| |
4.18(c)
|
Company Pension Plan
|
| |
4.13(b)
|
Company Permits
|
| |
4.10(b)
|
Company Preferred Stock
|
| |
4.04(a)
|
Company Registered Intellectual Property
|
| |
4.17(a)
|
Company RSUs
|
| |
2.06(d)
|
Company SEC Documents
|
| |
4.05(a)
|
Company Securities
|
| |
4.04(c)
|
Confidentiality Agreement
|
| |
6.14
|
Converted Restricted Shares
|
| |
2.06(c)
|
Covered Persons
|
| |
6.10(a)
|
Current Premiums
|
| |
6.10(d)
|
Debt Commitment Letter
|
| |
5.07(a)
|
Debt Financing
|
| |
5.07(a)
|
Definitive Debt Agreements
|
| |
6.16(a)
|
DGCL
|
| |
Recitals
|
Effective Time
|
| |
2.02(b)
|
End Date
|
| |
8.01(b)
|
Exchange Agent
|
| |
2.04(a)
|
FDA
|
| |
4.21(a)
|
Financial Statements
|
| |
4.05(b)
|
Financing Amount
|
| |
5.07(c)
|
Food Laws
|
| |
4.21(a)
|
Food Permits
|
| |
4.21(a)
|
Franchise Schedule Period
|
| |
4.19(e)
|
Indemnification Agreements
|
| |
6.10(a)
|
Indemnified Party
|
| |
6.17
|
Intervening Event
|
| |
6.03(b)
|
Leased Real Property Leases
|
| |
4.18(b)
|
Licensed Intellectual Property
|
| |
4.17(a)
|
Match Right Notice
|
| |
6.03(d)(i)
|
Match Right Period
|
| |
6.03(d)(i)
|
Term
|
| |
Section
|
Material Contract
|
| |
4.11
|
Merger
|
| |
Recitals
|
Merger Sub
|
| |
Preamble
|
MEWA
|
| |
4.13(f)
|
Multiemployer Plan
|
| |
4.13(f)
|
Multiple Employer Plan
|
| |
4.13(f)
|
Option Consideration
|
| |
2.06(a)
|
Owned Real Property
|
| |
4.18(a)
|
Parent
|
| |
Preamble
|
Parent Matter
|
| |
6.17
|
Payment Fund
|
| |
2.04(a)
|
Per Share Merger Consideration
|
| |
2.03(a)
|
Pre-consummation Warning Letter
|
| |
6.11(a)
|
Proxy Statement
|
| |
6.04(a)
|
Proxy Statement Clearance Date
|
| |
6.04(c)
|
Remaining Stock Plan Shares
|
| |
2.06(e)
|
Required Governmental Approvals
|
| |
6.11(a)
|
RSU Award Payments
|
| |
2.06(d)
|
Specified Franchisees
|
| |
4.19(b)
|
Solvent
|
| |
5.08
|
Stockholder Approval
|
| |
4.02(a)
|
Stockholders’ Meeting
|
| |
6.04(c)
|
Suppliers
|
| |
4.20
|
Surviving Corporation
|
| |
2.02(c)
|
Voting Agreement
|
| |
Recitals
|
|
| |
JACK IN THE BOX INC.
|
|||
|
| |
|
| |
|
|
| |
By
|
| |
/s/ Darin Harris
|
|
| |
Name:
|
| |
Darin Harris
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
|
| |
|
|
| |
DEL TACO RESTAURANTS, INC.
|
|||
|
| |
|
| |
|
|
| |
By
|
| |
/s/ John Cappasola
|
|
| |
Name:
|
| |
John Cappasola
|
|
| |
Title:
|
| |
President and Chief Executive Officer
|
|
| |
EPIC MERGER SUB INC.
|
|||
|
| |
|
| |
|
|
| |
By
|
| |
/s/ Darin Harris
|
|
| |
Name:
|
| |
Darin Harris
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
50 California Street, Suite 3100, San Francisco, CA 94111
|
|
Tel: (415) 616-1600 | Tel: (800) 981-1203 | Fax: (415) 616-1845
|
||
|
Piper Sandler & Co. Since 1895. Member SIPC and NYSE.
|
|
| |
If to any Holder, to:
|
|||
|
| |
|
| |
|
|
| |
The address set forth next to such Holder on Schedule A
|
|||
|
| |
|
| |
|
|
| |
with a copy (which will not constitute notice) to:
|
|||
|
| |
|
| |
|
|
| |
McDermott Will & Emery LLP
|
|||
|
| |
444 West Lake Street
|
|||
|
| |
Suite 4000
|
|||
|
| |
Chicago, IL 60606
|
|||
|
| |
Attention:
|
| |
Scott Williams; Eric Orsic
|
|
| |
Facsimile No.:
|
| |
1-312-984-7700
|
|
| |
Email:
|
| |
swilliams@mwe.com; eorsic@mwe.com
|
|
| |
JACK IN THE BOX INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Darin Harris
|
|
| |
Name:
|
| |
Darin Harris
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
HOLDERS:
|
| |||||
|
| |
|
| |
|
| |
|
|
| |
Levy Family Partners LLC
|
| |
|
|||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
LFP Management, LLC
|
| |
|
|
| |
Its:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Lawrence F. Levy
|
| |
|
|
| |
Name:
|
| |
Lawrence F. Levy
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Name:
|
| |
Ari Levy
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven C. Florsheim
|
| |
|
|
| |
Name:
|
| |
Steven C. Florsheim
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Sophia Stratton
|
| |
|
|
| |
Name:
|
| |
Sophia Stratton
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
Lawrence F. Levy Revocable Trust dated December 23, 1988
|
||||||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Lawrence F. Levy
|
| |
|
|
| |
Name:
|
| |
Lawrence F. Levy
|
| |
|
|
| |
Title:
|
| |
Trustee
|
| |
|
|
| |
Lawrence F. Levy
|
| |
|
|
| |
|
| |
|
|
| |
/s/ Lawrence F. Levy
|
| |
|
|
| |
Lawrence F. Levy
|
| |
|
|
| |
Ari Levy
|
| |
|
|
| |
|
| |
|
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Ari Levy
|
| |
|
|
| |
Ari Levy 2012 Irrevocable Trust
|
||||||
|
| |
|
||||||
|
| |
By:
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Name:
|
| |
Ari Levi
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven C. Florsheim
|
| |
|
|
| |
Name:
|
| |
Steven C. Florsheim
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
Andrew S. Florsheim 2012 Irrevocable Trust
|
||||||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Name:
|
| |
Ari Levi
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven C. Florsheim
|
| |
|
|
| |
Name:
|
| |
Steven C. Florsheim
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
Robert B. Florsheim 2012 Irrevocable Trust
|
||||||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Name:
|
| |
Ari Levi
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven C. Florsheim
|
| |
|
|
| |
Name:
|
| |
Steven C. Florsheim
|
| |
|
|
| |
Title:
|
| |
Co-Trustee
|
| |
|
|
| |
LFP Management, LLC
|
| |
|
|||
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Lawrence F. Levy
|
| |
|
|
| |
Name:
|
| |
Lawrence F. Levy
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Ari Levy
|
| |
|
|
| |
Name:
|
| |
Ari Levy
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven C. Florsheim
|
| |
|
|
| |
Name:
|
| |
Steven C. Florsheim
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Sophia Stratton
|
| |
|
|
| |
Name:
|
| |
Sophia Stratton
|
| |
|
|
| |
Title:
|
| |
Manager
|
| |
|
|
Holder Name
|
| |
Holder Address
|
| |
Owned Shares
|
| |
Shares Issuable Upon Exercise or
Conversion of Options and RSUs
|
|
|
Levy Family Partners
LLC
|
| |
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
1,070,429
|
| |
0
|
|
|
Lawrence F. Levy
Revocable Trust dated
December 23, 1988
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
322,873
|
| |
0
|
|
|
Lawrence F. Levy
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
52,904
|
| |
0
|
|
|
Ari Levy
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
492,597
|
| |
0
|
|
|
Ari Levy 2012
Irrevocable Trust
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
152,400
|
| |
0
|
|
|
Andrew S. Florsheim
2012 Irrevocable Trust
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
152,400
|
| |
0
|
|
|
Robert B Florsheim 2012 Irrevocable Trust
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
154,400
|
| |
0
|
|
|
LFP Management
|
| |
c/o Levy Family Partners
444 W. Lake Street #1900
Chicago, IL 60606
|
| |
15,240
|
| |
0
|
|
|
Total:
|
| |
|
| |
2,411,243
|
| |
|
|
|
| |
JACK IN THE BOX INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Darin Harris
|
|
| |
Name:
|
| |
Darin Harris
|
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
HOLDERS:
|
|||
|
| |
|
| |
|
|
| |
Belfer Investment Partners LP
|
|||
|
| |
|
| |
|
|
| |
By: Belfer Management LLC, its General Partner
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Laurence Belfer
|
|
| |
Name:
|
| |
Laurence Belfer
|
|
| |
Title:
|
| |
Manager
|
|
| |
|
| |
|
|
| |
Lime Partners LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Eileen Aptman
|
|
| |
Name:
|
| |
Eileen Aptman
|
|
| |
Title:
|
| |
Manager
|
Holder Name
|
| |
Holder Address
|
| |
Owned Shares
|
| |
Shares Issuable Upon Exercise or
Conversion of Options and RSUs
|
Belfer Investment Partners LP
|
| |
767 5th Avenue - 46th Floor New York, New York 10153
|
| |
2,248,487
|
| |
0
|
Lime Partners LLC
|
| |
767 5th Avenue - 46th Floor New York, New York 10153
|
| |
1,286,612
|
| |
0
|
1 Year Del Taco Restaurants Chart |
1 Month Del Taco Restaurants Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions