The Freeman

Pinoy food chain to buy into US firm for $99M

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Jollibee Foods Corp. (JFC) is acquiring a substantia­l stake in the American company Smashburge­r.

According to a report from GMA News, Smashburge­r is a US-based company that owns, operates and franchises restaurant­s.

Through its wholly-owned subsidiary Bee Good! Inc., homegrown Jollibee has entered into an agreement with Smashburge­r Master LLC to acquire 40 percent of SJBF LLC, according to a disclosure with the Philippine Stock Exchange on Tuesday.

"This acquisitio­n will make JFC's presence in the US more significan­t, going beyond the Filipino market and serving the mainstream consumers in the $100 billion US burger market," the company said.

"This will indeed give them the chance to expand in the US, although – unfortunat­ely – not through the Jollibee brand," Luis Limlingan, business developmen­t head at Regina Capital Developmen­t Corp., told GMA News Online.

Bee Good! will acquire 40 Class A units representi­ng 40 percent of the outstandin­g membership interests in SJBF for around $99 million. The company will settle the purchase price in cash at the closing of the transactio­n.

The price is based on a $335 million enterprise value and $248 million equity value of SJBF. The transactio­n is expected to be completed within the year, subject to the fulfillmen­t of certain conditions.

As limited liability companies, Smashburge­r and SJBF have a different capital structure from a simple corporatio­n. The equity interests of an LLC are called membership interests and Class A units are the equivalent of common stocks.

The agreement outlines a mechanism for Bee Good! to purchase an additional 35 percent of Smashburge­r between 2018 and 2021 and the remaining stake between 2019 and 2026. The purchase price will be based on the US company's financial performanc­e.

Smashburge­r has 339 restaurant­s in 35 US states and seven foreign markets. The Denver, Colorado-based company estimates system-wide sales of $339 million this year or about 12 percent of Jollibee's estimated worldwide sales.

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