ICV Partners acquired Diversified Restaurant Holdings (SAUC)

Key Summary: Kanen Wealth Management/Philotimo Fund initially disclosed a 5.49% stake in August 2017, aiming to discuss capital allocation and board representation. It later proposed an equity investment in July 2019 to help refinance the company’s term loan. The company was ultimately acquired by ICV Partners in February 2020 for $1.05 per share.

M.Cap: $23mm | Diversified Restaurant Holdings, Inc. (DRH) is a restaurant company. The Company is a franchisee of Buffalo Wild Wings (BWW).

On August 9, 2017, Kanen Wealth Management/Philotimo Fund disclosed 5.49% stating its plans on engaging the company in amicable discussions relating to capital allocation for the purpose of maximizing shareholder value. Additionally, they plan on initiating conversations with regard to board representation and potential new members that have relative experience and a track record of maximizing shareholder value. Source

On November 30, 2017, Kanen Wealth Management/Philotimo Fund increased its stake to 6.5%.

On August 13, 2018, Kanen Wealth Management/Philotimo Fund decreased its stake to 4.2%.

On July 15, 2019, Kanen Wealth Management/Philotimo Fund (5.5%) delivered a letter to the Board that includes an invitation to discuss an equity investment in the company. Kanen Wealth Management/Philotimo Fund believes that such an investment could be helpful to facilitate a reduction and/or refinancing of the existing term loan with a maturity date of June 29, 2020, especially given the company’s recent disclosure that it was seeking to explore various alternatives, including, among other things, possible equity financing. In the Letter, Kanen Wealth Management/Philotimo Fund requests that the Board carefully consider its offer, which it believes is in the best interest of all stockholders. 

On February 25, 2020, the company announced the completion of its previously announced merger with investment entities affiliated with ICV Partners, LLC. Under the terms of the merger agreement, an affiliate of ICV acquired all of the outstanding shares of DRH for $1.05 per share in cash.

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