Activist investor Jana Partners Barry Rosenstein on Monday launched an activist campaign at Outback Steakhouse owner Bloomin' Brands Inc. (BLMN) , suggesting in a securities filing that he may urge the company to consider "exploring a sale" of the business.
Bloomin' Brands shares spiked up 12% to $20.84 on the news. In a securities filing, the activist investor reported that it had acquired an 8.74% stake in the company and wanted the restaurant chain owner to talk with its board and management about strategic alternatives, board composition, and governance.
Jana Partners has a track record of pushing companies into M&A. The insurgent fund has just come off a successful push to drive Whole Foods Inc. (WFM) into an industry transformative deal to sell itself to Amazon.com Inc. (AMZN)
Rosenstein has a track record of launching boardroom battles to drive its share-price-improvement agenda. If he wants to try to make such a move at Bloomin' Brands he would need to nominate dissident director candidates between Dec. 23 and Jan. 22 so that they would come up for a vote at the company's 2018 annual meeting, likely in April.
Also, another activist fund, Jim Mitarotonda's Barington Capital Group LP, reported in a 13F filing last week that it had acquired a position in Bloomin' Brands, which also operates Carrabba's Italian Grill, Fleming's Steakhouse & Wine Bar and Bonefish Grill chains. The activist fund accumulated 205,000 shares valued at roughly $3.6 million as of the end of September.
Could the activists push to have a private equity firm acquire the business? Maybe. Mitarotonda and Rosenstein have a lot of contacts in the private equity space, and the trend lately has been for buyout shops to acquire restaurant chains. Consider speculation that Roark Capital wants to buy the Buffalo Wild Wings (BWLD) chain for $2.3 billion.
Stephen Anderson, analyst at Maxim Group LLC in New York, suggested that Jana Partners could pressure the company to consider spinning off or selling some or all of its three smaller restaurant brands, Carrabba's, Fleming's and Bonefish. "A private equity firm could buy one, or all three of them," Anderson said. "It would be tougher to spin off the three smaller brands into a separate publicly-traded company."
Also, in July, JAB Holdings Co. closed a $7.5 billion acquisition of Panera Bread Co., the biggest ever U.S. restaurant buyout. Earlier this month, JAB Holdings reported that it will acquire its corporate cousin Au Bon Pain Holdings.
In October, embattled restaurant chain Ruby Tuesday Inc. (RT) agreed to sell itself to private equity firm NRD Capital Management LLC for about $146 million.
Also, private equity firms on occasion buy restaurant chains and subsequently turn around and sell the landholding to help pay for the acquisition. For example, private equity firm Golden Gate Capital LP in January acquired the Bob Evans restaurant chain, under pressure from activist investor Tom Sandell and Sandell Asset Management Corp. Since then, the buyout shop has sold the real estate under about 55 locations to three REITs, including Four Corners Property Trust (FCPT) . It's possible that FCPT could be interested in some of Ruby Tuesday's properties.
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