Panera Bread LBO Case v1

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Apr 3, 2024

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PANERA BREAD LBO CASE: Objective : The objective is to perform due- diligence on whether Panera Bread is apt for a leveraged buyout and deliver an optimal premium to be paid on the market value.
Executive Summary Panera Bread, a US nationwide fast-casual restaurant chain with 2,036 stores, is actively exploring strategic options, including a potential sale, in response to expressions of interest from potential acquirers. In February 2017, KLG, along with other strategic and financial investors, received a CIM and commenced the initial due diligence process. Subsequently, in early April, an article published by Bloomberg News regarding the sale prompted KLG to expedite its investment timeline. The board of directors of Panera Bread will assess nonbinding bid ranges that offer a competitive premium to the 30-trading-day VWAP of $242.31. This investment opportunity appears attractive due to Panera Bread's strong positioning for growth in the fast-casual segment, potential profitability enhancements, and successful prior initiatives aimed at improving same-store sales growth such as Panera 2.0. Additionally, KLG has the potential to further drive growth and value creation through strategic geographic expansion and improvements in product offerings. Nonetheless, this investment profile comes with potential drawbacks, including unexpected market changes, challenges in implementing strategic initiatives, particularly with franchised stores, uncertainty regarding the market's strength at exit, and the potential retirement of the CEO. Our recommendation for the acquisition of Panera Bread in an LBO is tied to a master purchase premium offer of 30%, a total deal worth $7.7 billion. This will allow KLG to achieve a return in the range of 16.7% to 18.2% with an exit multiple between 18x to 19x, remaining competitive with many other offers to follow
The Fast-Casual-Industry Overview The fast-casual restaurants market is recognized for its use of premium ingredients, customizable menus, and the preference for healthy dining out. Fast-casual restaurants primarily aimed at affluent adults 18 to 34 years old. In 2016, the broader limited-service restaurants industry had a value of $291 billion and maintained a 5.0% CAGR over the past five years. In contrast, the fast-casual segment valued at $47 billion, significantly outperformed with an impressive 10.1% CAGR during the same period. Among the popular fast-casual menu options, Mexican, Sandwich, and Bakery-café account for 18.9%, 18.1%, and 17.0% of the market offerings, respectively. The market is concentrated, where the top 20 brands hold over half of the market share, and the top three chains make up 18.9% of the market. 291 47 Limited Service Restaurants Fast Casual restaurants $47B (18%) 5yr CAGR of 10.1% Fast-Casual 2016 US Sales by Menu Type ($ in Billions)
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COMPANY OVERVIEW Panera Bread Footprint (As of Dec 27,2016) : Nationwide fast-casual bakery-cafe’s chain. Business segments: 902 company-owned bakery-cafe operations, 1,134 franchisee-operated bakery-cafe operations, 24 fresh dough facilities , and Panera Catering (breakfast and lunch entrees) Offerings & Target Market Menu: Fresh and high-quality pastries, soups, salads, pastas, sandwiches, and specialty drinks, typically priced from $9 to $14 Target audience: Affluent adults aged 18 to 34 Strategic initiatives: Panera 2.0 (digital ordering), in-house delivery, and MyPanera (loyalty program) Panera Bread Leadership Team Ronald Shaich, Founder and CEO: Proven track record of expanding franchise businesses Blaine Hurst, Chief Transformation & Growth Officer and President: Expertise in ResTech and DX, ex- Papa John’s Charles Chapman III, COO: Expertise in sales growth and operating system implementation, ex- Dairy Queen and Bruegger’s Bagels Michael Bufano, CFO and Executive Vice President: Experience in strategic planning, ex-PepsiCo and Accenture
Transaction Overview Transaction Summary Purchase Premium 30% Offer Price Per Share 315 Deal value (EV) 7,568.05 Total EV / FYE 2016 EBITDA 19.12x Returns EBITDA Multiple 18.0x ROI 16.70% Gain 5408.93 ROI with Fee 16.80% Gain with Fee 5430.40 Pro Forma Leverage Summary Debt Multiple Value By Tranche Cumulative FYE 2016 EBITDA 403.19 Bank Revolver 835.50 2.07x 2.07x Bank Term Loan 2164.00 5.37x 7.44x Subordinated Debentures 0 0.00x 7.44x Assumed Debts 0 0.00x 7.44x Total Debt 2999.50 7.44x 7.44x Ownership Table Initial Fully Investment Initial Diluted Sponsors $4,644.8 100% 100% Management 0.0 0% 0% Total $4,644.8 100% 100%
Transaction Financing The following logical constraints were used to create the debt structure: The $1.5 billion revolver was drawn by $836 million (56%), providing Panera with additional runway, equivalent to its working capital/cash cushion, if needed • The term loan was fully utilized to cover the remainder of the 7.44x maximum debt/EBITDA multiple • The substantially more expensive subordinated debenture tranche remains untapped • Sponsor equity is employed to cover the balance of the transaction that is not funded by
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Value Creation Potentials Key Growth Strategies Panera Bread can increase number of customers by: Extending operating hours, such as early mornings and late evenings, to attract a wider customer base. Expanding and fortifying the store network through new franchise and company-owned openings Collaborating with services like Uber to access additional potential customers Promoting the MyPanera loyalty program to increase store visits and encouraging member referral Panera Bread can increase average customer spend by: Increasing menu price or adding premium items Creating bundle meals Upselling add-ons through personalized suggestion Panera Bread can optimize cost control by: Enhanced supplier bargaining power with increased locations and chain expansion. Ongoing reduction of labor costs through DX. Investment in digital initiatives, like Panera 2.0, will decrease as the program is successfully rolled out. Panera Bread may consider buying back Au Bon Pain toextend its breakfast menu, expand operating hours, and reach a broader customer base.
Assumptions Summary Factors Base Scenario Upside Scenario Downside Scenario Revenue Growth 2022-2026 -> 1.01* growth rate of t-1 (CAGR 8.6%) 2022-2026 1.03*growth rate of t-1 (CAGR 10.0%) 5.10% Gross Margin 21.0% in 2017 (average of 2014- 2016); 2018-2026 1.01* growth rate of t-1 21.0% in 2017 (average of 2014- 2016); 2018-2026 1.03* growth rate of t-1 21.1% in 2017 (average of 2014- 2016); 2018-2026 0.99* growth rate of t-1 G&A 5.7% (average of 2014-2016) 5.7% in 2017 (average of 2014- 2016); 2018-2026 decreases by 0.1% each year 5.7% in 2017 (average of 2014- 2016); 2018-2026 increases by 0.1% each year Pre-opening Expenses 0.3% (average of 2014-2016) 0.3% (average of 2014-2016) 0.3% (average of 2014-2016) Effective Tax Rate 35% 35% 35% Capex Margin Capex margin of t-1 minus the average change in Capex margin from 2014-2016 Capex margin of t-1 minus the average change in Capex margin from 2014-2016 Capex margin of t+1 minus the average change in Capex margin from 2014-2016 Depreciation & Amortization 5.50% 5.50% 5.50%
Base Case (Projectio ns) Base Case Scenario
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Downside Case (Projection) Downside Case Scenario
Upside Case (Projection) UpSide Case Scenario
Returns
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Transaction Risks Market Fluctuations: Unexpected market changes, such as slower-than-forecast growth in the fast-casual restaurants market, may have a negative impact on Panera Bread's growth and profitability. The fast-casual market has been growing quickly, and thus valuations are high in the space. Consumer preferences could change, and the fast-casual industry could potentially slow in growth and cause valuations to decline. Larger competitors, such as multinational quick-service chains, may introduce competing menus and services. Senior Management Exits: Ron Shaich, the current CEO, plans to transition out of the business after a sale. He has been a strong leader and has driven all of Panera’s growth thus far. Any unexpected departure of key management could impede the company’s future success in implementing its strategies and achieving growth potent Strategic Initiatives: Initiatives such as Panera 2.0 may encounter obstacles in realizing its strategic objective. There is a risk that they do not generate the projected margin and revenue improvement that analysts predict. Panera Bread might struggle to maintain the rate of opening new restaurants and achieving sufficient returns, especially as untapped geographies become scarcer. Panera Bread may face unexpected operational hurdles, such as supply chain disruptions, rising food and supply expenses, and managing franchised stores to ensure consistent customer service and labor training. Exit Uncertainty: The buyout market may not maintain its current bullish trend at exit. Recent buyouts led to potentially inflated purchase premium. Concentration Risk : The Panera Bread acquisition will utilize a substantial portion of KLG’s recently established tenth fund, totally $8.8 billion, potentially limiting the capacity of the fund to support future acquisitions.
Transaction Merits Growing Industry: The fast-casual industry is growing with a 5-year CAGR of 10.1% per year, valued at $47 billion providing opportunity for organic growth. Panera Bread currently holds a 5.9% share of the fast-casual market and a 35% share of the bakery-cafe sector. Panera Bread leads the flour-based foods segment with a dominant 68% share, while the second-largest competitor, Einstein Noah Group, holds only an 8% market share. Solid Financials: Panera’s same-store sales have grown while the company expands. Panera has a strong cash-flow profile for an LBO. Brand Strength: Panera has over 2,000 restaurants throughout the US and is a well-known restaurant brand, holding a 68% market share of the US bakery-café market Multiple Exit-Strategies : IPO, strategic acquisition, and financial acquisitions are all possibilities for a company of this size in this market. Heightened activity in the secondary market and numerous prospective strategic buyers, including prominent food brands. Growth Profile: Panera Bread strategically aligns with industry trends, such as superior food quality and customer experiences. Strategic Advantage: Panera 2.0, digital loyalty and delivery technologies significantly enhance customer convenience, boost store performance, and reduce SG&A expenses. Competitors cannot readily replicate these technologies due to the required capital and time investment.
Recommendations Our recommendation for the acquisition of Panera Bread in an LBO is based on a master purchase premium offer of 30%, which will enable KLG to achieve a return in the range of 16.7% to 18.2% while remaining competitive with other offers. A share purchase price of $315.00 and an EBITDA multiple of 19.12x further support the net gain with the fee after the exit multiple, making it a favorable option for KLG as a firm. We recommend structuring the capital needed for this acquisition using Bank Term Loans, Subordinated Debentures, and Sponsor Equity at levels of 28%, 0%, and 60%, respectively. This approach should help mitigate overall downside risk, even in the event of the worst-case scenario. Additionally, an expected exit strategy would be sale to a strategic buyer (such as a food conglomerate) or a financial buyer (such as large PE funds). We assume IPO entails more uncertainty and requires extra time. Overall, we are confident that this offer, considering the premium, represents the best opportunity that KLG can pursue at this time and accurately reflects the upside potential of the investment. Panera Bread is a high-quality target with strong growth potential and seasoned leadership teams, aligning with KLG’s investment strategy.
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Case Take-Aways Private Equity firms need to know when to walk away from a deal depending on the deal economics. Perform follow-up due diligence when there are many risks in the deal and huge competition in the market. The fast-casual restaurants market is recognized for its use of premium ingredients, customizable menus, and the preference for healthy dining out. There is unknown sustainability in the rate of expansion of new restaurants. Strategic buyer may have advantages (such as operational insights, supply chain synergies) over a financial buyer. Market at exit may not be robust. Implementing operational improvements to reduce costs may have a reverse effect. Private equity succession planning should be focused on maintaining a company's talent and ensuring a smooth transition when existing leadership leave. LBO PE firms must be adept at creating optimal capital structures for their target companies.