UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD
On December 5, 2022, Dine Brands Global, Inc., a Delaware corporation (the “Corporation”) issued a press release announcing that the Corporation has agreed to acquire Fuzzy’s Taco Shop, a fast-casual restaurant concept, in an all-cash transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is also available on the Corporation’s website at www.dinebrands.com.
Also on December 5, 2022, the Corporation published an investor presentation to be used by the Corporation in meetings with certain of its stockholders and other persons. A copy of the investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.2 and is also available on the Corporation’s website at www.dinebrands.com.
The information contained in this Item 7.01, including the related information set forth in Exhibits 99.1 and 99.2, are being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Corporation on December 5, 2022. | |
| 99.2 | Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 5, 2022 | DINE BRANDS GLOBAL, INC. | |||||
| By: | /s/ Christine K. Son | |||||
| Christine K. Son Senior Vice President, Legal, General Counsel and Secretary | ||||||
Exhibit 99.1
News Release
Dine Brands Agrees to Acquire Fuzzy’s Taco Shop
Transaction will add highly franchised, fast-casual brand in fast-growing Mexican category to
Dine Brands’ strong portfolio of iconic brands
GLENDALE, Calif. – DECEMBER 5, 2022 – Dine Brands Global, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill + Bar® and IHOP® restaurants, today announced that it has agreed to acquire Fuzzy’s Taco Shop® (“Fuzzy’s”) from Experiential Brands, LLC, a wholly owned subsidiary of NRD Holding Company, for $80 million in cash. Fuzzy’s is a fast-casual restaurant concept serving Mexican favorites with a Baja twist. The transaction is expected to be immediately accretive to earnings. Net of tax benefits, the purchase price is approximately $70 million.
Founded in 2003 in Fort Worth, Texas, Fuzzy’s is a category innovator, offering a new twist on Mexican favorites at a value price point. With a clearly defined and compelling brand, Fuzzy’s is competitively differentiated with strong consumer awareness and net promoter scores. Fuzzy’s is led by a strong management team, including Chief Executive Officer Paul Damico, a 35-year industry veteran at FOCUS Brands, Moe’s Southwest Grill, and Global Franchise Group. Paul has been successful in the sustained growth of the brand and will continue to drive the future of Fuzzy’s under the Dine Brands umbrella.
“Fuzzy’s Taco Shop is a compelling business with a loyal customer base and a distinct identity. It is an attractive asset with a tremendous growth trajectory and will be a complementary addition to our highly franchised portfolio,” said John Peyton, Chief Executive Officer of Dine Brands. “By adding Fuzzy’s to the Dine Brands family, we are investing in a high growth concept as part of our longer-term growth agenda, which is aligned with our strategy to build shareholder value.”
Peyton continued, “Paul and his team have done a tremendous job creating a solid foundation for the business, as evidenced by its attractive financial profile and differentiated brand positioning within its segment. We are eager to work with Paul and his leadership team as we execute on accelerating Fuzzy’s growth.”
Fuzzy’s, with 138 restaurants in 18 states, has long-term development agreements currently in place to nearly double its current restaurant base over time. 98% of Fuzzy’s current system is franchised and its strong unit economics attract franchisees to open more restaurants. The brand is expected to generate approximately $230 million in systemwide sales in 2022.
A supplemental presentation with more details on the transaction is available at investors.dinebrands.com.
“I’m incredibly proud of the work the Fuzzy’s team and franchisees have accomplished over the past few years, which has enabled us to enter this new chapter of growth together with Dine Brands,” said Paul Damico, CEO of Fuzzy’s Taco Shop. “With Dine Brands’ substantial industry resources, we will be well positioned to build upon our proven successes and accelerate our growth.”
Centerview Partners LLC acted as exclusive financial advisor and Sidley Austin LLP acted as legal advisor to Dine Brands on the transaction. Arlington Capital Advisors served as exclusive financial advisor to Fuzzy’s Taco Shop and Cheng Cohen LLC served as legal advisor to Fuzzy’s Taco Shop and NRD Holding Company on the transaction.
About Fuzzy’s Taco Shop
Founded in 2003 near the Texas Christian University campus in Fort Worth, Fuzzy’s Taco Shop® is a fast casual restaurant serving Mexican favorites with a splash of Baja. The laid-back atmosphere pairs perfectly with signature Baja-style tacos, famous chips and queso and icy-cold beverages always served at a chill price. With 138 franchise- and corporate-owned locations in 18 states, Fuzzy’s Taco Shop was ranked a Top Food Franchise, Top Franchise for Culture, and Top Multi-Unit Franchise for 2021 by Franchise Business Review. They’ve also been recognized in Franchise Times “The Top 500 Issue” in 2022 and appeared in Entrepreneur’s 2021 Franchise 500 Ranking and Nation’s Restaurant News’ #10 “Fastest Growing Chains” of 2018. For franchising information, visit www.MyFuzzys.com.
About Dine Brands Global, Inc.
Based in Glendale, California, Dine Brands Global, Inc. (NYSE: DIN), through its subsidiaries, franchises restaurants under both Applebee’s Neighborhood Grill + Bar® and IHOP® brands. With over 3,400 restaurants combined in 16 countries and 338 franchisees as of December 31, 2021, Dine Brands is one of the largest full-service restaurant companies in the world. For more information on Dine Brands, visit the Company’s website located at www.dinebrands.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as the anticipated benefits of the Fuzzy’s acquisition. You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “goal” and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, but are not limited to: uncertainty regarding the duration and severity of the ongoing COVID-19 pandemic and its ultimate impact on the Company; the effectiveness of related containment measures; general economic conditions, including the impact of inflation; our level of indebtedness; compliance with the terms of our securitized debt; our ability to refinance our current indebtedness or obtain additional financing; our dependence on information technology; potential cyber incidents; the implementation of restaurant development plans; our dependence on our franchisees; the concentration of our Applebee’s franchised restaurants in a limited number of franchisees; the financial health of our franchisees; our franchisees’ and other licensees’ compliance with our quality standards and trademark usage; general risks associated with the restaurant industry; potential harm to our brands’ reputation; possible future impairment charges; the effects of tax reform; trading volatility and fluctuations in the price of our stock; our ability to achieve the financial guidance we provide to investors; successful implementation of our business strategy; the availability of suitable locations for new restaurants; shortages or interruptions in the supply or delivery of products from third parties or availability of utilities; the management and forecasting of appropriate inventory levels; development and implementation of innovative marketing and use of social media; changing health or dietary preference of consumers; risks associated with doing business in international markets; the results of litigation and other legal proceedings; third-party claims with respect to intellectual property assets; our ability to attract and retain management and other key employees; compliance with federal, state and local governmental regulations; risks associated with our self-insurance; natural disasters, pandemics, epidemics, or other serious incidents; our success with development initiatives outside of our core business; the adequacy of
our internal controls over financial reporting and future changes in accounting standards; disruptions to our business and operations resulting from our agreement to acquire Fuzzy’s Tacos (or the announcement thereof); our inability to successfully close the Fuzzy’s Tacos acquisition in a timely manner or at all due to the failure to satisfy the conditions precedent to the consummation of the transaction; our failure to realize the expected benefits of the Fuzzy’s Tacos acquisition if it does close; and other factors discussed in the Risk Factors Section of our Annual Report on Form 10-K. The forward-looking statements contained in this press release are made as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we do not intend to, nor do we assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances.
Investor Contact
Brett Levy
Vice President, Investor Relations
Dine Brands Global, Inc.
(818) 637-3632
Brett.Levy@dinebrands.com
Media Contact
Susan Nelson
Sr. Vice President, Global Communications
Dine Brands Global, Inc.
Susan.Nelson@dinebrands.com
Exhibit 99.2 Dine Brands Agrees to Acquire Fuzzy’s Taco Shop Investor Presentation December 5, 2022 1
CIM p.9 (the red page) 2
Experienced Brand Leaders A Fast-Casual Mexican Restaurant Concept About the Brand: 100% • Fast-casual restaurant concept serving Mexican Off-Premise favorites with a Baja-twist Dinner 40% 52% Paul Damico Chief Executive Officer • Highly-franchised, fast-growing brand Focus Brands 50% HMS Host Food Brand • Differentiated brand with a distinct identity Naf Naf Global Franchise Group Lunch Dine In Moe’s Southwest Grill 42% 60% • Offering an engaging and modern dining experience to a loyal customer base Breakfast 6% 0% Daypart Sales Mix Key Metrics and Financial Disclosures: • 138 units, 18 states • $1.6M AUVs ~ • 98% franchised • $230M systemwide sales ~ Scott Shotter Chief Operating Officer • 51 total franchisees • +3% comp same store sales Backyard Burgers Moe’s Southwest Grill Condado • Development pipeline with over 125 SSP America Food Brand HMS Host contracted obligations 3 Note: 138 units, 18 states (as of 12/5/2022); ~$1.6M AUVs (2022 est.); ~$230M systemwide sales (2022 est.); +3 comp same store sales (YTD October 2022); daypart and sales mix (2022 est.)
Transaction Highlights Financials • Fast-casual restaurant concept serving Mexican favorites All cash with a Baja-twist purchase price of $80M • An additional, complementary platform for growth Net of tax benefits, the purchase price is $70 million ~ • Further portfolio diversification and increased exposure to the growing Mexican and fast-casual categories Meaningful financial upside from growth, synergies and • Opportunity to accelerate growth and leverage system scale economies of scale • Asset light and highly franchised business model Line of sight into development • Strong economics supported by a hybrid counter pipeline with over 125 contracted obligations service/dine in model Immediately accretive to growth • Continued investment in Applebee’s and IHOP, while also and earnings returning capital to shareholders Expect to maintain a significant • Complementary day part balance in relation to Dine’s existing capital return to shareholders brands with a high off-premise mix through dividends and repurchases. 4
The Next Iconic Dine Brand • Fuzzy’s brand is clearly defined and differentiated: a self-declared ‘bad-ass’, offering a one-of-a-kind dining experience and a deep emotional connection with customers • Fuzzy’s outperforms the competition, including more boutique offerings, across key metrics including consumer awareness and net promoter score • In 18 states today, Fuzzy’s has a robust development pipeline and national scalability with coast-to-coast customer appeal • There is a strong value alignment and cultural fit between Fuzzy’s, Dine Brands and Applebee’s and IHOP 5
6 Highly Confidential
Broad Menu of Authentic, Hand-Crafted Favorites Get it Started Quesadillas Baja Tacos Burritos The Hard STuff Filled with shredded cheese, pico de gallo & Soft corn tortilla with lettuce, tomatoes, Cilantro-lime rice, black beans, guacamole, Our Famous Chips & Queso Frozen House Margarita garlic sauce. Served with pico de gallo & sour shredded cheese, cilantro, feta & garlic sauce shredded cheese, pico de gallo & garlic sauce with Chorizo or Ground Beef Rocks House Margarita cream Chips & Fire-Roasted Salsa House Beerita Shrimp Grilled or Tempura Shredded Chicken Shredded Chicken Chips & Guacamole Beer Mahi Grilled or Tempura Shredded Brisket Shredded Brisket Shredded Chicken Fajita Beef or Fajita Chicken Fajita Beef or Fajita Chicken Shredded Brisket Seasoned Ground Beef Drinks Seasoned Ground Beef Fajita Chicken Spicy Pork Salads Spicy Pork Fajita Beef Regular Cup Seasoned Ground Beef Lettuce mix, tomatoes, onions, shredded cheese, Souvenir Cup Burrito Bowls feta, cilantro & tortilla strips Spicy Pork Forever Refills Grilled Veggie Lettuce, rice, black beans, guacamole, pico de Shredded Chicken Bottled Water gallo, shredded cheese, garlic sauce, and fire- Fried Avocado Shredded Brisket Breakfast Whenever Coffee roasted salsa or spicy chimichurri Fajita Chicken or Fajita Beef Egg & Cheese Fajita Beef or Fajita Chicken Shrimp Grilled or Tempura Potato, Egg & Cheese Shredded Chicken Grilled Veggie Bacon, Egg & Cheese Kid Stuff Shredded Brisket Bacon, Potato, Egg & Cheese Grilled Mahi Primo Baja Cheese Nachos Chorizo, Egg & Cheese Shrimp Grilled or Tempura California Heat Cheeseburger Quesadilla Chorizo, Potato, Egg & Cheese Seasoned Ground Beef Grilled or tempura shrimp, bacon, avocado, Nachos Kid Taco Plate Shrimp, Egg & Cheese Spicy Pork cheese, pico de gallo, feta & sriracha-lime sauce Chicken Sticks on a flour tortilla Fajita Veggies Piled high with shredded cheese, queso, feta, pico de gallo & garlic sauce Citrus Heat Mahi Grilled Veggie Grilled or tempura Mahi, spicy slaw, garlic Breakfast Faves Refried Beans Shredded Chicken sauce, grilled pineapple & orange honey Side habanero sauce on a soft corn tortilla Black Beans Served with refried beans, Latin-fried potatoes, Shredded Brisket Queso Shrimpico Mexican Plates two flour tortillas & salsa verde Borracho Beans Fajita Beef or Fajita Chicken Vibes Grilled or tempura shrimp, queso, garlic Includes two sides Mix-Mex Rice Seasoned Ground Beef Huevos Rancheros sauce, corn pico, feta & Fuzzy Dust on a Two fried eggs, tomatoes, jalapenos, onions & flour tortilla Cilantro-Lime Rice Spicy Pork Taco Plate fire-roasted salsa Latin-Fried Potatoes Choose any two tacos Migas Enchilada Plate Scrambled eggs, chorizo, pico de gallo & Choose any two – chicken, beef, pork, veggie, tortilla strips cheese, or grilled shrimp Sweet Talk Breakfast Taco Plate Combo Plate Choose any two breakfast tacos Choose one taco + one enchilada Sopapilla Bites Fajita Plate – Chicken, Beef, or Shrimp Oreo Churros Fajita Plates served with flour tortillas, guacamole, lettuce, sour cream, shredded cheese 7 & pico de gallo
Future of Fuzzy’s with Dine Brands • We will focus fully on integrating Fuzzy's into Dine's system, accelerating growth and scale, leveraging existing synergies, and realizing the exciting value creation opportunity Fuzzy's represents • This deal will add further diversification and increased exposure to the growing Mexican, fast casual and value dining categories at an attractive valuation • We remain committed to our capital allocation priorities and continuing to invest across technology, marketing, and menu and restaurant innovation • We believe this size and type of deal can represent a compelling M&A model for Dine Brands, but we have no current plans for any additional transactions 8
9
Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as the anticipated benefits of the Fuzzy’s acquisition. You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “goal” and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, but are not limited to: uncertainty regarding the duration and severity of the ongoing COVID-19 pandemic and its ultimate impact on the Company; the effectiveness of related containment measures; general economic conditions, including the impact of inflation; our level of indebtedness; compliance with the terms of our securitized debt; our ability to refinance our current indebtedness or obtain additional financing; our dependence on information technology; potential cyber incidents; the implementation of restaurant development plans; our dependence on our franchisees; the concentration of our Applebee’s franchised restaurants in a limited number of franchisees; the financial health of our franchisees; our franchisees’ and other licensees’ compliance with our quality standards and trademark usage; general risks associated with the restaurant industry; potential harm to our brands’ reputation; possible future impairment charges; the effects of tax reform; trading volatility and fluctuations in the price of our stock; our ability to achieve the financial guidance we provide to investors; successful implementation of our business strategy; the availability of suitable locations for new restaurants; shortages or interruptions in the supply or delivery of products from third parties or availability of utilities; the management and forecasting of appropriate inventory levels; development and implementation of innovative marketing and use of social media; changing health or dietary preference of consumers; risks associated with doing business in international markets; the results of litigation and other legal proceedings; third-party claims with respect to intellectual property assets; our ability to attract and retain management and other key employees; compliance with federal, state and local governmental regulations; risks associated with our self-insurance; natural disasters, pandemics, epidemics, or other serious incidents; our success with development initiatives outside of our core business; the adequacy of our internal controls over financial reporting and future changes in accounting standards; disruptions to our business and operations resulting from our agreement to acquire Fuzzy’s Tacos (or the announcement thereof); our inability to successfully close the Fuzzy’s Tacos acquisition in a timely manner or at all due to the failure to satisfy the conditions precedent to the consummation of the transaction; our failure to realize the expected benefits of the Fuzzy’s Tacos acquisition if it does close; and other factors discussed in the Risk Factors Section of our Annual Report on Form 10-K. The forward-looking statements contained in this presentation are made as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we do not intend to, nor do we assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances. 10