The Panera Bread LBO: Nikita Gulgule (B19031) Snehal Tiwari (B19031) Anusha Sinha (B19068)

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The key takeaways are that Panera Bread was considering an LBO deal with KLG. Panera Bread had robust sales but initiatives to improve performance were eroding profit margins. There was also leaked information about a potential buyout.

The objective of the deal was to perform due diligence on whether Panera Bread is suitable for a leveraged buyout and determine an optimal premium to pay on the market value.

Panera Bread was facing erosion of profit margins due to major investments in initiatives like Panera 2.0 and new delivery services. This meant the benefits were not yet realized and brought down the valuation. They also had higher than average debt levels.

The Panera Bread LBO

Nikita Gulgule (B19031)


Snehal Tiwari (B19031)
Anusha Sinha (B19068)
Case Background
Robust Sales Figures A lieu of Buyouts
• Panera thrived in 2016 • Panera Bread were on a Buyout
even as the restaurant spree with a $1.8 billion
market shrank. purchase of Popeyes Louisiana
• Panera Bread’s revenues Kitchen and the $525 million
propelled to $2.8 billion, purchase of Checkers Drive-In
growing by 4.2% on Restaurants.
account of robust same- • These buyouts had paved the
store sales and new way for further purchases in
restaurants sales. the sector.

Inorganic Growth model Objective of the Deal:


Panera bread was modeled The objective is to perform due-
for seeking inorganic growth diligence on whether Panera
since Bread is apt for a Leveraged
• Financial buyers were buyout and come up with an
actively considering optimal premium to be paid on
acquisitions in the industry the market value
Financial Problems
Erosion of profit margins Higher than average Debt/EBITDA multiple
 Major investments in value- improving services, such as
Panera 2.0 and a new delivery initiative which were  KLG had to offer
designed to improve the performance of existing stores 7.44x Debt/EBITDA
eroded Panera Bread’s profit margins. which was
The company had yet to reap the full economic benefit significantly higher
of these initiatives and hence were not appropriately than industry
factored in the valuation figures of Panera bread. average of 6.7x.

Buyout story leak


 Panera Bread’s potential buyout was leaked to the public via a Bloomberg report. Hence, KLG needed to act fast if it
wanted to compete for this acquisition and avoid paying a higher premium than what Panera was already demanding.
Increased competition for attractive Buyouts Limitations in Capital Structure
 Many private equity funds began to explore a wider The capital structure would consist of a
range of investment opportunities in the search for Revolver
attractive buyouts. Term loan, and
 This escalation in competition made it more difficult to Subordinated debentures.
find an attractive match. Firms also comber through The revolver would likely limit the total amount to $1.5
competitor’s portfolio’s to replicate successful strategy. billion. A tranche of subordinated debt was also available
to KLG, with usage limited at most to $120 million .
Analysis and Alternatives
Don’t Go Ahead with the LBO Go Ahead with the LBO

Panera followed an inorganic growth strategy and adding a smaller KLG was offering a 7.44x Debt to EBITDA multiple which was a premium
company to Panera Bread could amplify value of the combined firm when compared to the industry average of 6.7x.
in a number of ways, including potential future multiple expansion.

In addition, expanding sales footprint, increasing product offerings, Panera Bread had implemented a plethora of initiatives to boost their sales
and/or eliminating duplicate management had an incremental performance like Panera 2.0 and new delivery mechanism. But instead,
effect on Panera Bread’s ROI and hence commanded a higher these initiatives were putting a strain on resources and eroding the profit
market premium than what KLG was willing to pay. margins. Hence, it would be better to go ahead with the Buyout.

Panera bread had started a lieu of value- improving services, such as There was a leak in the public regarding the potential buyout of Panera
Panera 2.0 and a new delivery initiative which were designed to bread and it was known that Panera were eyeing for a 12% premium on the
improve the performance of existing stores. 30 market average value.

Since these initiatives were just undertaken, Panera was yet to Hence, it made more sense for KLG to ahead with the buyout quickly
realize their full economic benefits and they eroded Panera Bread’s before market factored in the premium figures and before they had
profit margins. competition.

Hence they were not appropriately factored and brought down the Panera Bread’s revenues propelled to $2.8 billion, growing by 4.2% on
valuation of Panera bread. account of robust same-store sales and new restaurants.
Recommendation
Go Ahead with the LBO

There was a leak in the public


Panera bread had started a lieu of value- regarding the potential buyout of
improving services, such as Panera 2.0 Panera bread and it was known that KLG was offering a 7.44x Debt to
and a new delivery initiative which were Panera were eyeing for a 12% EBITDA multiple which was a
designed to improve the performance premium on the 30 market average premium when compared to the
of existing stores. Since these initiatives value. Hence, it made more sense for
were just undertaken, Panera was yet to industry average of 6.7x. This was
realize their full economic benefits and
KLG to ahead with the buyout quickly an excellent exit strategy for
they eroded Panera Bread’s profit before market factored in the Panera Bread.
margins. premium figures and before they had
competition.
Thank
You!

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