Panera Bread headed to public markets just four years after JAB took bakery-cafe chain private
Panera Brands, Inc., a hospitality portfolio company that includes Panera Bread, Caribou Coffee and Einstein Bros Bagels, will merge with Danny Meyer’s USHG Acquisition Corp (NYSE: HUGS) SPAC (special purpose acquisition company) as it prepares to file its IPO. For bakery-cafe chain Panera Bread, it is a return to the public markets just four years after it went private through JAB’s acquisition .Separately, Panera Brands announced it would register its S-1.
Through the transaction, Meyer, HUGS chairman and founder of Union Square Hospitality Group, will invest directly in the Panera Brands’ IPO and become lead independent director. Current owner of Panera Brands, JAB, will also make an investment in Panera common stock to match dollar-to-dollar any redemptions of HUGS shares.
“Under CEO Niren Chaudhary’s leadership, Panera Brands embodies values consistent with HUGS and our Enlightened Hospitality roots, demonstrating that shareholder success is dependent on and driven by an employee-first stakeholder culture,” said Meyer. “Panera Brands meets our investment criteria to combine with a purpose-driven business that is scalable and built for the long-term; a market leader whose greatest strength is its talent and heart; a company where people love to work and with which customers, suppliers and partners love doing business. We are excited to partner with Panera Brands alongside JAB.”
The definitive agreement calls for a newly-formed and wholly-owned subsidiary of Panera Brands to merge with and into the HUGS SPAC. Subsequent to the merger and IPO, each issued and outstanding share of HUGS’ Class A and Class B common stock will be exchanged for a number of shares of Panera Brands’ common stock at an exchange ratio of $10.00 divided by the Panera Brands IPO public offering price.
In addition, Panera Brands will assume each issued and outstanding warrant of HUGS, becoming a warrant with respect to Panera Brands common stock, with the number of shares of Panera Brands common stock underlying each warrant, adjusted based on the public offering price per share in the Panera Brands IPO.
Under the transaction terms, HUGS will become a wholly owned subsidiary of Panera Brands and Panera Brands “will succeed to all of the cash of HUGS, net of closing costs, and HUGS shareholder redemptions, ” according to an announcement, which will be offset, dollar-for-dollar, subject to completion of the Panera Brands IPO by an investment in shares of Panera Brands by JAB at the public offering price.
The closing of the Panera Brands-HUGS merger is subject to and contingent on the IPO and the approval of HUGS’ shareholders. The merger follows a couple of years of a rising popularity in companies setting up and using SPACs. The trend caught on in the restaurant industry, channeling funds to blank-check companies that target restaurant entities prime for initial public offerings.
“We are excited to have Danny Meyer and HUGS as key partners with Panera Brands and for Danny to join Niren and the team as an active participant in its long-term success alongside Panera Brands shareholders,” said David Bell, JAB senior partner. This transaction unites two of the world’s leading hospitality organizations to work together on a successful transaction.”
J.P. Morgan acted as financial advisor to Panera Brands on the transaction and Skadden, Arps, State, Meagher & Flom LLP provided legal advisory services. McDermott, Will & Emory LLP has been engaged to provide tax advice to Panera Brands. Piper Sandler & Co. is financial advisor to HUGS on the transaction and Latham & Watkins LLP is serving as HUGS’ legal advisor.
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