Waitr Holdings Inc. completed the acquisition of BiteSquad.com LLC from Bregal Sagemount and others.
January 16, 2019
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Waitr Holdings Inc. (NasdaqCM:WTRH) (‘Waitr’) entered into definitive agreement to acquire BiteSquad.com, LLC from Bregal Sagemount and others for approximately $320 million on December 11, 2018. The consideration comprises $202.08 million in cash and 10.6 million shares of Waitr common stock, subject to certain customary adjustments for membership interests and in-the-money incentive units of BiteSquad. At closing, Waitr will deposit $5 million as adjustment escrow amount and $1 million as Bitesquad member representative fund. The deal value will increase to $204.6 million if the merger is not closed on or before January 31, 2019. In a concurrent and related transaction, Waitr agreed to acquire from Bregal Sagemount II LP, Bregal Sagemount II-A LP and Bregal Sagemount II-B LP all of the issued and outstanding shares of BSI2 Hold Daisy Inc. which holds an aggregate of 1.09 million Series C preferred units of BiteSquad for $60 million. At closing, each Series C preferred unit of BiteSquad shall be cancelled and convert automatically into the right to receive that portion of the cash and stock consideration. Waitr has entered into a debt commitment letter with Luxor Capital Group LP (‘Luxor’), on behalf of Lugard Road Capital Master Fund LP, pursuant to which Luxor agreed to amend its existing credit and guaranty agreement, to provide to Waitr additional senior secured first priority term loans in the aggregate principal amount of $42.08 million. In case the agreement is terminated, Waitr may be required to pay to BiteSquad $15 million by wire transfer under certain circumstances. Post-closing, BiteSquad.com will operate as a wholly owned subsidiary of Waitr.
Waitr will increase the size of its Board of Directors to eight and appoint Kian Salehi as a director. The transaction is subject to regulatory approval, approval by certain of Bite Squad’s unitholders, delivery by Bite Squad of evidence of termination of certain management agreements, the expiration or termination of the applicable waiting periods under the HSR Act, execution of the acquisition agreement with BSI2 Hold Daisy Inc., execution of registration rights agreement, execution of escrow agreement and other closing conditions. The transaction is expected to close by the end of January 2019.
Joel Rubinstein of Winston & Strawn LLP and Daniel Tenenbaum of Gray Plant Mooty Inc. acted as legal advisors to Waitr and BiteSquad respectively. Jefferies LLC and RBC Capital Markets LLC acted as financial advisors to Waitr and BiteSquad respectively. Wells Fargo Securities LLC served as financial advisor to Waitr. Sidley Austin LLP served as legal counsel to Luxor in connection with the financing.
Waitr Holdings Inc. (NasdaqCM:WTRH) (‘Waitr’) completed the acquisition of BiteSquad.com, LLC from Bregal Sagemount and others for approximately $320 million on January 17, 2019. The consideration comprised an aggregate of $138.7 million in cash, as adjusted for indebtedness, cash and net working capital, an aggregate of 10,591,968 shares of Waitr common stock and a $60 million consideration for the acquisition of BSI2 Hold Daisy Inc. In connection with the acquisition, Waitr completed its previously announced financing from Luxor Capital Group LP.
Waitr Holdings Inc. operates an online ordering technology platform (the Platform), which is engaged in providing delivery, carryout and dine-in options, connecting restaurants, merchants, drivers and diners in certain cities in the United States. The Company operates through two segments: Delivery Services and Third-Party Payment Processing Referral Services. Its Delivery Services segment includes operations related to the Companyâs technology platform for online ordering and delivery. The platform uses the deliver anything ASAP model for consumers to order food, alcohol, convenience, groceries, flowers, auto parts, and more. The platform also includes proprietary in-stadium mobile ordering technology, providing an enhanced fan experience at sports and entertainment venues. Its Third-Party Payment Processing Referral Services segment includes operations related to facilitating access to third parties that provide payment processing solutions for restaurants and other merchants.