OPES merger with BurgerFi International, Inc.
BurgerFi International, Inc. — International (Nasdaq: BFI, BFIIW) Established in 2011, BurgerFi is a leading multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world …
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $30M · unsourced
- Break fee
- $1M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: BurgerFi International, Inc.
from DEFM14AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
International (Nasdaq: BFI, BFIIW) Established in 2011, BurgerFi is a leading multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi is among the nations better burger concepts with 112 BurgerFi restaurants (85 franchised and 27 corporate-owned). As of April 3, 2023, BurgerFi is the owner and franchisor of the two following brands with a combined 172 locations. BurgerFi. BurgerFi is chef-founded and committed to serving fresh, all-natural and quality food at all locations, online and via first-party and third-party deliveries. BurgerFi uses 100% American Angus Beef with no steroids, antibiotics, growth hormones, chemicals or additives. BurgerFis menu also includes high quality wagyu beef, antibiotic and cage-free chicken offerings, fresh, hand-cut sides, and custard shakes and concretes. BurgerFi was named Best Fast Casual Restaurant in USA Todays 10Best 2022 Readers Choice Awards for the second consecutive year, QSR Magazines Breakout Brand of 2020, Fast Casuals 2021 #1 Brand of the Year and included in Inc. Magazines Fastest Growing Private Companies List. In 2021, Consumer Reports Chain Reaction Report praised BurgerFi for serving no antibiotic beef across all its restaurants, and Consumer Reports awarded BurgerFi an A-Grade Angus Beef rating for the third consecutive year. To learn more about BurgerFi or to find a full list of locations, please visit www.burgerfi.com. Download the BurgerFi App on iOS or Android devices for rewards and Like or follow @BurgerFi on Instagram, Facebook and Twitter. BurgerFi ® is a Registered Trademark of BurgerFi IP, LLC, a wholly-owned subsidiary of BurgerFi. Anthonys . A
Founded 2011.
BurgerFi International, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.