Group Pushes Buyout Plan for Carl’s Jr. : Restaurants: Company founder Carl Karcher and an investment firm are trying to return the firm to private hands.
ANAHEIM — Fast-food magnate Carl Karcher, backed by a Los Angeles investment group, launched a buyout offer Tuesday to return his Carl’s Jr. hamburger empire to private ownership.
The investment company Freeman Spogli & Co. and the Carl and Margaret Karcher Trust have proposed paying $9.50 apiece for the 18 million shares outstanding of Karcher Enterprises. That would put the value of the deal at $171 million.
The trust already owns 6.2 million Karcher shares, or a third of the total. It would invest in the acquiring company by exchanging those shares. Freeman Spogli would provide $85 million in equity capital, giving it a majority ownership stake.
The partners said they also have a letter from an unidentified securities firm that says it is “highly confident” of being able to lend $130 million in secured senior notes to complete the financing package.
The offer will be reviewed by a committee made up of company directors who are neither Karcher Enterprises officers nor family members. The committee’s chairman, Furon Corp. Chairman Peter Churm, could not be reached for comment Tuesday.
The offer must be approved by shareholders and must have the necessary financing to be completed.
If the buyout proposal is accepted, the 75-year-old Karcher would be able see his Karcher Enterprises Inc. operate again without the scrutiny of government regulators and dividend-minded stockholders for the first time since it went public in 1981.
The proposal is below the current trading price of Karcher stock, however, which closed Tuesday at $10 in trading on the NASDAQ market. Karcher stock was trading between $7 and $8 in October, when Karcher Enterprises announced that it was expecting an offer to return the company to private ownership.
Speculation about the possibility of a management buyout or even a bidding war among several potential suitors has driven up the stock price, said Bill Wardlaw, a partner in Freeman Spogli. “The market got ahead of itself,” he said.
Wardlaw said that investment group founders Brad Freeman and Ron Spogli both worked with Karcher on the company’s initial public stock offering and hold the company in high regard.
Carl Karcher could not be reached for comment Tuesday. In the past, he has pledged to support his own offer for the company but not any offers from other parties.
Such competing fast-food companies as Wendy’s, Hardee’s and Pepsico--which operates the Irvine-based Taco Bell chain--were reportedly taking a close look at Carl Karcher Enterprises.
With more than 600 Carl’s Jr. restaurants in four states and four foreign nations, the company could be a desirable target for a competitor looking to grab its prime locations in the California market, analysts said.
That the buyout amount is less than the market value of the stock may be an obstacle to approval of the proposal, analysts said.
“Obviously it was below what I thought the company was worth,” said Doug Christopher, an analyst for the brokerage of Crowell, Weedon & Co. in Los Angeles.
Karcher, who started out as the owner of a single hot-dog cart in central Los Angeles in 1941, has risen to celebrity status, appearing in all of the company’s TV commercials.
If the company reverted to private ownership, Karcher would remain as chairman but would likely be removed from day-to-day management, Wardlaw said. “He will stay as chairman as long as he wants to be chairman,” he said.
The company’s operations were handled by Donald Karcher, a younger brother of Carl’s who died of lung cancer earlier this year. Neither that post--the presidency--nor some other key managerial posts have been filled, giving some analysts a sense that the company is rudderless.
A buyout, they say, could help give the company new direction and allow it to return to a free-wheeling style that it once had under the entrepreneurial Karcher family.
“I think here’s a management team that always wanted to run it like a private company. They won’t have to answer to stockholders or the SEC ever again,” Christopher said.
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