Rhone Capital to Buy Fogo de Chão for $560M

2/21/18

DALLAS, Feb. 20, 2018 (GLOBE NEWSWIRE) — Fogo de Chão, Inc. (NASDAQ:FOGO) today announced an agreement to be acquired by investment entities affiliated with Rhône Capital. Under the terms of the agreement, Rhône will acquire the Company in an all cash transaction valued at $560 million. The Company’s stockholders will receive $15.75 per share, representing a 25.5 percent premium to the closing share price of the Company’s shares on February 16, 2018.

“After a thorough evaluation of the options available, the Board of Directors is confident that this transaction will provide Fogo a significant opportunity to realize the highest value for our stockholders while providing the best path forward for the Fogo de Chão brand, employees, and loyal customers,” said Larry Johnson, Chief Executive Officer of Fogo de Chão, Inc. “We are excited to enter into a new chapter for the Company and confident that Rhône will be an invaluable partner as they have a proven and distinguished track record of supporting and driving profitable growth for companies around the world.”

The transaction is the result of a comprehensive strategic alternatives review process taken by the Company’s Board of Directors. The transaction has been unanimously approved by Fogo’s Board of Directors. Funds affiliated with Thomas H. Lee Partners, L.P. and certain of Fogo’s directors and executive officers, which collectively hold more than 60 percent of Fogo’s shares, have approved the transaction by written consent. The acquisition is expected to be completed during the second calendar quarter of 2018, subject to regulatory approvals and other customary closing conditions.

“We look forward to collaborating with Fogo and its talented management team to continue the growth of this exceptional business. The Fogo experience offers consumers an unsurpassed combination of quality and value in an authentic Brazilian churrascaria environment. We believe our firm’s global experience, relationships, and longstanding and expanding presence in Brazil is a natural complement to the Company and will serve to facilitate Fogo’s domestic and international expansion plans. We look forward to working with Fogo’s management team to drive value for the Company, employees, and customers in this new chapter for the brand,” said Eytan Tigay, Managing Director of Rhône.

Jefferies LLC acted as financial advisor to Fogo de Chão. Davis Polk & Wardwell LLP and Weil, Gotshal & Manges LLP served as legal counsel to Fogo and its Board of Directors. J.P. Morgan Securities LLC served as financial advisor and Sullivan & Cromwell LLP served as legal advisor to Rhône. Credit Suisse and Wells Fargo Bank, National Association are providing financing for the transaction.

About Fogo de Chão?Fogo de Chão (fogo-dee-shown) is a leading Brazilian steakhouse, or churrascaria, which has specialized for nearly 40 years in fire-roasting high-quality meats utilizing the centuries-old Southern Brazilian cooking technique of churrasco. Fogo delivers a distinctive and authentic Brazilian dining experience through the combination of high-quality Brazilian cuisine and a differentiated service model known as espeto corrido (Portuguese for “continuous service”) delivered by gaucho chefs. Fogo offers its guests a tasting menu of a variety of meats including beef, lamb, pork and chicken, simply seasoned and carefully fire-roasted to expose their natural flavors, a gourmet Market Table with seasonal salads, soup and fresh vegetables, seafood, desserts, signature cocktails and an award-winning wine list. The first Fogo de Chão opened in Brazil in 1979. The Company currently operates 38 restaurants in the United States, 9 in Brazil, two joint venture restaurants in Mexico, and two joint venture restaurants in the Middle East (Jeddah, Saudi Arabia and Dubai). Visit FOGO.com for more information.

About Rhône?With over 20 years of investing experience, Rhône is a global alternative investment management firm with more than $5 billion in assets under management. The firm focuses its private equity investments in market leading businesses with a pan-European or transatlantic presence and global growth opportunities. Rhône, which is currently investing capital from its fifth private equity fund, has invested in a diversified portfolio of companies including those in the aviation, chemical, consumer product, food, packaging, retail, specialty material, security, business services and transportation sectors.

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