-=Red Robin Gourmet (RRGB) : Vintage Capital pushes for strategic alternatives

Shares of Red Robin Grourmet Burgers Inc. (RRGB),  ran up 32% in active trade Thursday, after the restaurant chain disclosed that its third-largest shareholder, Vintage Capital Management LLC, said it was prepared to make a buyout bid for the company. In a letter Red Robin's board of directors, Vintage, which owns 1.5 million shares, or 11.5%, of Red Robin's outstanding shares, said it was prepared to pay $40 a share in cash an auction to buy the rest of Red Robin shares that it didn't already own. That would represent a 57% premium to the stock's Wednesday closing price, and would value the company at about $519 million. Earlier this month, Red Robin adopted a shareholder rights plan, known as a poison pill, aimed at protecting the company from a hostile takeover. Vintage said it has sought communication with management to help drive an improvement in the strategic direction and to help recruit "an 'A+' operator" to accept the chief executive officer role, given that "it is clear that many such quality candidates are refusing to entertain the opportunity due to the lack of confidence in the board's leadership and Red Robin's disastrous operating and market performance." Red Robin's stock has tumbled 52% over the past 12 months, while the S&P 500 (SPX) has gained 3.8%.

 Red Robin Gourmet responds to letter from Vintage Capital, says Board is actively engaged in driving strategic plan and remains open to all opportunities to create value

• "In multiple conversations with Vintage, we have expressed our openness to Vintage's participation in our ongoing search to identify a world-class CEO, and to maintaining a constructive dialogue. Given our dialogue to date, we were surprised by the content of the letter we received today, as Vintage has not been willing to propose any CEO candidates. As discussed with Vintage, we retained The Elliott Group in April 2019 to assist in our CEO search process, and the Search Committee is interviewing a number of highly qualified and interested candidates. We are pleased with our progress to date and confident we will identify an excellent leader for Red Robin. Concurrent with our CEO search process, Red Robin has a strategy in place to drive renewed growth and shareholder value, and we continue to execute on our 2019 strategic priorities"
• "The Company's Board of Directors is focused on enhancing shareholder value and is mindful of its fiduciary duties to all shareholders. Consistent with its fiduciary duties, the Board would of course consider any bona fide offer made by Vintage."

-=Rent-A-Center (RCII) Ends Deal to Be Acquired by Vintage Capital

Dec 18, 2018 - 

• Rent-A-Center Inc. said it terminated its roughly $800 million agreement to be acquired by Vintage Capital Management LLC after the investment firm didn’t extend the deal’s deadline.
• Investment firm says claim is invalid and it believes $800 million merger agreement remains in effect

====Rent-A-Center (RCII) to be acquired by Vintage Capital for $15 per share

Rent-A-Center (RCII) has agreed to be taken private by Vintage Capital, a private and public equity firm, in a deal valued at about $1.365 billion. Vintage will pay $15 per share of the company, which operates in the rent-to-own industry. The deal is expected to close by year-end.

The $15 price is equal to a premium of 49% over Rent-A-Center's closing price on Oct. 30, 2017, prior to the announcement that its board was evaluating its strategic options. Shares have gained 8.4% in 2018, while the S&P 500 (SPX) has gained 3.9%.

Vitamin Shoppe (VSI) : cooperation agreements with Shah Capital Management and Vintage Capital Management

 

Vitamin Shoppe enters into cooperation agreements with Shah Capital Management and Vintage Capital Management 

The co  announced that it will appoint up to five new independent directors to its Board of Directors. Himanshu H. Shah, Sing Wang and Melvin L. Keating will join the Board immediately and the Board will be expanded accordingly. The Board may also appoint two additional independent directors at a later date. Each of the newly appointed directors will stand for election at the Company's 2018 Annual Meeting of Stockholders. At that meeting, four current directors (other than Colin Watts) will not stand for reelection. Mr. Watts will leave the Board in connection with his previously announced departure from Vitamin Shoppe.

• In connection with today's announcements, Vitamin Shoppe has also entered into cooperation agreements with Shah Capital Management and certain of its affiliates and Vintage Capital Management, LLC and certain of its affiliates, which currently own approximately 17.7% and 14.8% of Vitamin Shoppe's outstanding common stock, respectively. Pursuant to the cooperation agreements, Shah Capital and Vintage Capital will vote their shares in favor of all of Vitamin Shoppe's director nominees at the Company's 2018 and 2019 Annual Meetings of Stockholders and have agreed to abide by customary standstill provisions and voting commitments.
• Pursuant to the cooperation agreements, the Company has also agreed to commence a tender offer for its common stock on the terms and conditions described in the cooperation agreements. The Board appointments and capital return announced today follow a number of steps that Vitamin Shoppe has recently taken as it continues to execute its turnaround strategy to position itself as the Wellness Authority for its customers.