Miami-headquartered OPES Acquisition Corp. (NASDAQ: OPES, OPESW)
(“OPES” or the “Company”), a special purpose acquisition company,
and BurgerFi International, LLC (“BurgerFi”) jointly announced
today that they have entered into a definitive agreement at a $100
million purchase price to combine and form BurgerFi International,
Inc. The transaction will introduce BurgerFi International, Inc. as
a Nasdaq-listed public company with an anticipated initial
enterprise value of approximately $143 million, or 2.4x BurgerFi’s
estimated 2021 net company revenues and 13.6x BurgerFi’s estimated
2021 adjusted EBITDA of $10.5 million. BurgerFi is one of the
nation’s fastest-growing better burger concepts and is expected to
trade on Nasdaq under the ticker symbol BFI upon closing of the
business combination.
“BurgerFi’s position within the rapidly
expanding ‘better-burger’ space combined with its technology-driven
business model and highly-scalable structure makes it poised for
significant shareholder value creation,” said Ophir Sternberg,
Chairman & CEO of OPES. “We believe that BurgerFi is positioned
for rapid growth. Our team is thrilled to partner with BurgerFi’s
senior management to support the numerous growth initiatives
underway and to drive operational excellence.”
BurgerFi Investment
Highlights
- BurgerFi is a Fast-Casual
“Better Burger” Concept with a Cult-Like Following: The
brand is comprised of approximately 125 corporate-owned and
franchise locations across 23 states domestically, including
several restaurant locations on college campuses and in airports,
as well as a nationwide partnership for delivery-only kitchens, and
in two countries internationally. The brand is also under agreement
to open locations on U.S. Air Force Bases across the country.
- Chef-Created Craveable Menu
with Premium Natural Ingredients: BurgerFi’s highly
customizable menu appeals to customers seeking both quality and
transparency, featuring a broad selection aligned with major
consumer trends. º As consumers
seek a truly “better burger” experience and
ingredient transparency, BurgerFi delivers American favorites made
with 100% natural American angus beef that has never been exposed
to any growth hormones, steroids, antibiotics, chemicals or
additives. Approximately 1% of U.S. beef meets this strict
standard. BurgerFi is committed to freshness so their Angus beef is
never frozen. º BurgerFi further
differentiates itself from competitors by offering
its award-winning VegeFi® burgers, vegan Beyond Burgers (100%
plant-based), and free range all-natural chicken, along with
fresh-cut fries, double beer-battered onion rings, locally-sourced
craft beers, and premium custards and shakes.
- Attractive Scalable Model
with Significant Greenfield Opportunity: With a mix of
franchise and corporate openings projected, the Company believes
BurgerFi has a strong pipeline for rapid expansion, providing
visible growth for the foreseeable future. New immediate-term
locations are expected to include developments in BurgerFi’s home
state of Florida, as well as the Southeast, Mid-Atlantic and
Northeast regions where there is high brand awareness.
- Technology-Enhanced
Brand: BurgerFi’s continuous investment in a sophisticated
technology infrastructure has enabled it to strategically
anticipate and execute against significant industry-wide changes.
The Company believes that continued investment in technology,
complemented by strong partnerships with best-in-class third-party
delivery services has positioned BurgerFi favorably to capture
significant share in this rapidly expanding channel. The Company
believes BurgerFi is favorably positioned to capitalize on
booming omni-channels by significantly optimizing its
takeout and delivery platforms for superior performance and
profitability.
- Commitment to
Sustainability: BurgerFi restaurants feature an inviting,
next-gen look and feel, appealing to consumers of all ages seeking
an engaging, high-quality dining experience. Each restaurant is
designed with an emphasis on sustainability and a reduced carbon
footprint. Stores contain chairs made from recycled Coca-Cola
bottles, tables made with reclaimed wood pallets, energy efficient
fans and light fixtures and more.
- Large Addressable
Market: In the $273 billion U.S. quick-service restaurant
food category, where better-burger concepts are a rapidly expanding
share, hamburger-focused restaurants account for 30% of the quick
service food industry sales.
- Compelling Financial
Profile: º Projected
2019-2021 net company revenue and adjusted EBITDA compounded annual
growth rate of 36.4% and 77.2%, respectively.
º Well capitalized balance sheet at closing with
anticipated net cash of over $40 million to support capital
expenditures expansion.
BurgerFi President Charlie Guzzetta commented:
“We believe the combination with OPES will allow BurgerFi to reach
new heights as we continue to redefine the way the world eats
burgers. The OPES team’s capital market experience and real estate
expertise, in combination with our existing framework for
excellence in everything we do – from procurement, to operations,
and our high-performing teams – will accelerate our expansion
opportunities and significantly enhance our go-to-market plan.”
Guzzetta was ranked as the second Most Influential Restaurant
Executive in the country by Nation’s Restaurant News in January
2020.
Key Transaction Terms and
Conditions
Pursuant to the proposed transaction, at the
closing, existing BurgerFi shareholders will receive up to
approximately 6.6 million newly issued shares of the Company and
$30 million in cash. In addition, existing BurgerFi shareholders
will be entitled to receive additional shares after closing subject
to BurgerFi International, Inc.’s stock price performance. Assuming
no redemptions by OPES public shareholders, the combined company
will be capitalized with approximately $50 million in cash held in
OPES’s trust account along with an incremental $30 million
committed private placement by Lionheart Equities and Lion Point
Capital pursuant to the forward purchase agreement entered at the
time of OPES’s initial public offering. The proceeds will be used
to satisfy the cash merger requirement, for general corporate
purposes, and to accelerate the development of corporate locations
and franchise restaurants.
The transaction has been unanimously approved by
the board of directors of OPES and BurgerFi and is expected to
close in the third quarter of 2020, subject to customary closing
conditions, including the approval of OPES shareholders.
For a summary of the terms of the proposed
transaction, as well as a supplemental investor presentation,
please see the Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the “SEC”). Additional
information about the proposed transaction will be described in
OPES’s preliminary proxy statement relating to the acquisition,
which it will file with the SEC.
EarlyBirdCapital Inc. is acting as financial
advisor to OPES and Loeb & Loeb LLP is acting as legal counsel
to OPES. Shumaker, Loop & Kendrick LLP is acting as legal
counsel to BurgerFi.
Conference Call Information
OPES and BurgerFi management will host a
conference call to discuss the transaction today at 10:00 a.m. EDT.
Investors interested in participating in the live call can dial
833-962-1457 from the U.S. and 956-394-3594 internationally with
conference code 6485874. A telephone replay will be available
approximately two hours after the call concludes through Tuesday,
July 7, 2020, by dialing 855-859-2056 from the U.S., or
404-537-3406 from international locations, and entering
confirmation code 6485874. In addition, the conference call will be
broadcast live and available for replay via webcast, which can be
accessed here.
About OPES Acquisition
Corp.
OPES Acquisition Corp. (NASDAQ: OPES, OPESW) is
a special purpose acquisition company headquartered in Miami and
organized for the purpose of effecting a merger, asset acquisition,
stock purchase or other similar business combination with one or
more businesses or entities. For more information, please visit
www.opesacquisitioncorp.com.
About BurgerFi
Established in 2011, BurgerFi is among the
nation’s fastest-growing better burger concepts with approximately
125 BurgerFi restaurants domestically and internationally. The
concept was chef-founded and is committed to serving fresh food of
transparent quality. BurgerFi uses 100% natural American angus beef
with no steroids, antibiotics, growth hormones, chemicals or
additives. BurgerFi placed in the top 10 on Fast Casual’s Top 100
Movers & Shakers list in 2020, was named “Best Burger Joint” by
Consumer Reports and fellow public interest organizations in the
2019 Chain Reaction Study, listed as a “Top Restaurant Brand to
Watch” by Nation’s Restaurant News in 2019, included in Inc.
Magazine’s Fastest Growing Private Companies List, and ranked on
Entrepreneur’s 2017 Franchise 500. To learn more about BurgerFi or
to find a full list of locations, please visit www.burgerfi.com,
‘Like’ BurgerFi on Facebook or follow @BurgerFi on Instagram and
Twitter.
Disclaimer
This press release shall neither constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Participants in
Solicitation
OPES Acquisition Corp. (NASDAQ: OPES, OPESW)
(“OPES” or the “Company”) and BurgerFi International, LLC
(“BurgerFi”), and their respective directors, executive officers
and employees and other persons may be deemed to be participants in
the solicitation of proxies from the holders of OPES common stock
in respect of the current solicitation of OPES’s stockholders with
respect to the proposed transaction between OPES and BurgerFi (the
“Business Combination”). Information about OPES’s directors and
executive officers and their ownership of OPES ordinary shares is
set forth in the proxy statement for OPES’s recently completed
special meeting. This document can be obtained free of charge from
the sources indicated below. Updated information will be provided
in the proxy statement to be filed in connection with the Business
Combination.
Additional Information about the
Business Combination and Where to Find It
OPES will mail a proxy statement to stockholders
relating to the Business Combination. INVESTORS AND SECURITY
HOLDERS OF OPES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE BUSINESS COMBINATION THAT OPES WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT OPES, BURGERFI, AND THE BUSINESS
COMBINATION. The proxy statement and other relevant materials in
connection with the Business Combination, and any other documents
filed by OPES with the SEC, may be obtained free of charge at the
SEC’s website (www.sec.gov) or by writing to OPES at: 4218 NE 2nd
Avenue, Miami, FL 33137.
Forward-Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements, including the identification of a
target business and potential business combination or other such
transaction, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
These risks and uncertainties include, but are not limited to,
those factors described in the section entitled “Risk Factors” in
the annual report on Form 10-K filed by OPES on March 30, 2020.
Important factors, among others, that may affect actual results or
outcomes include: the inability to complete the proposed Business
Combination; the inability to recognize the anticipated benefits of
the proposed Business Combination, which may be affected by, among
other things, the amount of cash available following any
redemptions by OPES stockholders; the ability to meet Nasdaq’s
listing standards following the consummation of the proposed
transaction; and costs related to the proposed Business
Combination. Important factors that could cause the combined
company’s actual results or outcomes to differ materially from
those discussed in the forward-looking statements include:
BurgerFi’s limited operating history; BurgerFi’s ability to manage
growth; BurgerFi’s ability to execute its business plan; BurgerFi’s
estimates of the size of the markets for its products; the rate and
degree of market acceptance of BurgerFi’s products; BurgerFi’s
ability to identify and integrate acquisitions; potential
litigation involving OPES or BurgerFi or the validity or
enforceability of BurgerFi’s intellectual property; general
economic and market conditions impacting demand for BurgerFi’s
products and services; and such other risks and uncertainties as
are discussed in the OPES annual report on Form 10-K filed with the
SEC on March 30, 2020 and the proxy statement to be filed relating
to the Business Combination. Other factors include the possibility
that the proposed Business Combination does not close, including
due to the failure to receive required security holder approvals,
or the failure of other closing conditions.
OPES expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company’s expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
Non-GAAP
Financial Measures
This press release
contains disclosure of adjusted EBITDA, which is a non-GAAP
financial measure within the meaning of Regulation G promulgated by
the Securities and Exchange Commission. Management believes that
adjusted EBITDA, or earnings before interest, income taxes,
depreciation and amortization, and (gain) loss on disposal of
property, plant and equipment is an appropriate measure for
evaluating operating performance and liquidity. Adjusted EBITDA
should be considered in addition to, and not as a substitute for,
or superior to, operating income, cash flows, revenue, or other
measures of financial performance prepared in accordance with U.S.
generally accepted accounting principles. In addition, certain of
the financial information of BurgerFi contained herein is unaudited
and does not conform to SEC Regulation S-X and as a result such
information may be presented differently in future filings by the
Company with the SEC. The following table sets forth
reconciliations of EBITDA and Adjusted EBITDA to our net
income:
|
|
|
|
|
|
|
(amounts in thousands) |
|
|
2019 |
|
|
2020E |
|
2021E |
|
|
|
|
|
|
|
Net Income |
|
$ |
2,856 |
|
|
$ |
3,319 |
|
$ |
6,459 |
Non-GAAP
adjustments: |
|
|
|
|
|
|
Provision for income
taxes |
|
|
- |
|
|
|
- |
|
|
1,717 |
Interest (income)
expense, net |
|
|
35 |
|
|
|
63 |
|
|
- |
Depreciation and
amortization |
|
|
678 |
|
|
|
937 |
|
|
2,330 |
EBITDA |
|
$ |
3,569 |
|
|
$ |
4,319 |
|
$ |
10,506 |
(Gain) loss on disposal
of property, plant and equipment |
|
|
(222 |
) |
|
|
|
|
Adjusted
EBITDA |
|
$ |
3,347 |
|
|
$ |
4,319 |
|
$ |
10,506 |
|
|
|
|
Investor Relations Contact: |
Company Contacts: |
|
|
Gateway Investor Relations |
OPES |
Cody Slach |
Ashley Spitz, ashley@opesacquisitioncorp.com |
(949) 574-3860 |
|
OPES@GatewayIR.com |
BurgerFi International |
|
Crystal Rosatti, crystal@burgerfi.com |
Media Relations Contact: |
|
|
|
Allison + Partners Public Relations |
|
Natalie Kelley, natalie@allisonpr.com |
|
|
|
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