Papa John's International, Inc. · NASDAQ:PZZA
Papa John's International — Merger or Acquisition (February 2019)
9 slides from Papa John's International's merger presentation, Feb 4, 2019
Slide 1: Forward-looking statements
DRAFT CONFIDENTIAL Certain matters discussed in this presentation constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” “opportunity”
Slide 2: Culmination of Comprehensive Process
Culmination of Comprehensive Process 3 Our agreement with Starboard concludes a comprehensive strategic review conducted over the past five months to better position Papa John’s for growth, improve the Company’s financial performance and serve the best interests of our stakeholders. JULY 2018 Specia
Slide 3: Transaction Overview
DRAFT CONFIDENTIAL Transaction Overview New Financial Resources Starboard to purchase $200M of new convertible preferred stock1 Based upon the Company’s closing stock price as of February 1, 2019 of $38.51, Starboard’s initial $200 million investment would equate to approximately 11% to 15% of Papa
Slide 4: Additional Financial Resources to Support Our Operating Priorities
. DRAFT CONFIDENTIAL Additional Financial Resources to Support Our Operating Priorities Approximately half of the proceeds from the investment will be used to repay debt, with the remaining proceeds providing financial flexibility that enables Papa John’s to invest capital to further advance its fiv
Slide 5: New Independent Directors Are Experienced, Proven Value-Creators
DRAFT CONFIDENTIAL New Independent Directors Are Experienced, Proven Value-Creators 6 Extensive experience in capital markets, corporate finance and best-in-class corporate governance practices Record of success in significantly improving value at other premier restaurant and consumer facing compani
Slide 6: Financial Update Q4'18 and FY'18
DRAFT CONFIDENTIAL Financial Update Q4’18 and FY’18 Period December 31, 2018 to January 31, 2019 Preliminary, unaudited selected financial results for the three months and full year ended December 30, 2018 and comparable sales for the period December 31, 2018 to January 31, 2019. Further details reg
Slide 7: Papa John's has a strong foundation in place
DRAFT CONFIDENTIAL Papa John’s has a strong foundation in place Our agreement provides additional financial resources and new expertise to support the Company’s strategy and our differentiated “BETTER INGREDIENTS. BETTER PIZZA.” market position This is our opportunity to energize the brand and the C
Slide 8: Papa John's + Starboard
Papa John’s + Starboard BETTER INGREDIENTS. BETTER PIZZA. QY Papa John’s has a strong foundation in place GY wr aereement provides additional financial resources and new expertise to support the Company's strategy and our differentiated market position GY thisis our opportunity to energize the brand
Slide 9: BETTER INGREDIENTS. BETTER PIZZA.
BETTER INGREDIENTS. BETTER PIZZA.
Papa Johns International — Merger or Acquisition (February 2019) on 6ix