Troy’s Diversified Restaurant Holdings, which is one of the largest franchisees for Buffalo Wild Wings with 64 franchised sports bars across five states, has announced the execution of a definitive merger agreement with investment entities affiliated with ICV Partners, a New York-based leading private investment firm that supports lower middle market companies.
ICV has agreed to acquire the company in an all-cash transaction valued at about $130 million, including the assumption of outstanding indebtedness and transaction expenses. Diversified’s common stockholders will receive $1.05 per share in cash, representing an approximate 123-percent premium to the company’s closing share price on Nov. 5, and an approximate 111-percent premium to the 30-day volume weighted average stock price.
“This transaction validates the strength of our franchise, creates a strong future for our employees, and provides a significant platform from which ICV can continue to build while also rewarding our stockholders for their commitment,” says Michael Ansley, founder, executive chairman and acting CEO of Diversified.
“…Inspire Brands has reignited the sports bars with an improved menu, better customer experience, and strong support for its franchisees. With the strength of ICV, our franchise can better leverage this effort and further the long history of BWW customer loyalty.”
The transaction is structured as a merger with a newly formed entity affiliated with ICV with Diversified continuing as the surviving entity of such merger. The deal is expected to be completed by the end of 2019 or early 2020.
Duff and Phelps acted as exclusive financial adviser to Diversified and provided a fairness opinion to the company’s board of directors in connection with the transaction. Dykema served as legal counsel. DLA Piper served as legal counsel for ICV in connection with the transaction.
Diversified’s locations are in Florida, Illinois, Indiana, Michigan, and Missouri.