Act III Holdings entered into a Cooperation Agreement with BJ's Restaurants's (BJRI)
Key Summary: On December 30, 2024, Act III Holdings, LLC, along with related entities ("Act III Parties"), entered into a Cooperation Agreement with the company. Fund 1 Investments filed SC 13D on Jan 18, 2024, citing undervalued shares, cost issues, and seeking strategic changes. On Feb 27, 2024, it reached an agreement with the company. On March 6, 2024, PW Partners advised cost reduction, stock buyback, board downsizing, and new board members. Also proposed two candidates for board targeting operational enhancement. On March 26, 2024, PW Partners entered into a Cooperation Agreement with the company.
Market Cap: $819 million | BJ's Restaurants, Inc. owns and operates casual dining restaurants in the United States.
Act III Holdings, LLC
On December 30, 2024, Act III Holdings, LLC, along with related entities ("Act III Parties"), entered into a Cooperation Agreement with the company, outlining key commitments until May 4, 2027. These include standstill restrictions, voting in line with Board recommendations (with exceptions), mutual non-disparagement, and Act III Parties' support for the Company's key initiatives.
PW Partners Atlas Fund
- On March 6, 2024, PW Partners (4.9%) disclosed that on February 20, 2024, it has sent a letter to the Chairman of the Board recommending cost reduction, stock buyback, board size reduction, and board nomination. Also it nominated Jeffery Crivello and Patrick Walsh for the board, aiming for operational improvement.
- On March 26, 2024, PW Partners entered into a Cooperation Agreement with the company resulting in Atlas Fund IV withdrawing its proposals for the 2024 Annual Meeting. The Agreement engages PW Partners to advise on cost efficiencies, with Mr. Walsh being granted restricted stock units as compensation.
Fund 1 Investments
- On January 18, 2024, Fund 1 Investments (9.5%) stated that the shares are undervalued with potential for value maximization. They are skeptical of company's standalone strategy and unaddressed cost issues, prompting a Schedule 13D filing to push for strategic alternatives, including a potential sale. They plan to engage with the management and Board on operations, structure, and potential strategic transactions. Source
- On February 27, 2024, the company and Fund 1 Investments signed a Cooperation Agreement. Pursuant to it, the Board expanded to twelve directors, appointing C. Bradford Richmond, whose term ends at the 2024 Annual Meeting.
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