NRD Capital, an Atlanta-based private equity firm that specializes in franchised and multi-location business investments, successfully acquired Ruby Tuesday via a fund managed by NRD. The acquisition was announced on October 16, 2017, and the transaction closed and became effective December 21, 2017.
Under the terms of the transaction, company shareholders will receive $2.40 per share in cash for each share they own, without interest and less any applicable withholding taxes. At a special meeting of shareholders held in New York, NY, shareholders approved the transaction by a large majority.
In connection with the completion of the acquisition, Ruby Tuesday (i) entered into a new credit facility for a secured term loan in the amount of $115 million and a new $12.5 million secured revolving credit facility; (ii) paid all amounts due under its prior credit facility with UBS AG, Stamford Branch, as administrative agent and issuing bank, and terminated such credit facility.
According to a related 8-K filing, Goldman Sachs Specialty Lending Group served as administrative, collateral and syndication agent.
As a result of the completion of the acquisition, Ruby Tuesday’s common stock will cease trading on the New York Stock Exchange. The company also will make the necessary filings with the SEC to end its reporting obligations under the Securities Exchange Act of 1934, as amended.
Ruby Tuesday owns and franchises Ruby Tuesday brand restaurants. As of December 1, 2017, there were 596 Ruby Tuesday restaurants in 41 states, 14 foreign countries, and Guam. Of those restaurants, the company owns and operates 541 Ruby Tuesday restaurants and franchises 55 Ruby Tuesday restaurants. The company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the U.S., which are considered to be the company’s core markets.
NRD Capital invests in brands that offer superior products or services and compelling unit-level economics in order to help them strategically grow through the power of franchising. The fund was founded in 2014 by Aziz Hashim, one of the world’s leading experts on franchising, with the goal of leveraging operational and financial experience to position high quality brands for accelerated but responsible growth. The differentiated private equity fund takes a unique approach to investing, applying operating expertise and leveraging its wide network of franchisees, in addition to infusing capital in its portfolio companies.