UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Definitive Proxy Statement |
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| ☐ | Soliciting Material Under Rule 14a-12 |
| FIESTA RESTAURANT GROUP, INC. |
(Name of Registrant as Specified in Its Charter) |
JCP INVESTMENT PARTNERSHIP, LP JCP SINGLE-ASSET PARTNERSHIP, LP JCP INVESTMENT PARTNERS, LP JCP INVESTMENT HOLDINGS, LLC JCP INVESTMENT MANAGEMENT, LLC JAMES C. PAPPAS BLR PARTNERS LP BLRPART, LP BLRGP INC. FONDREN MANAGEMENT, LP FMLP INC. BRADLEY L. RADOFF BANDERA MASTER FUND L.P. BANDERA PARTNERS LLC GREGORY BYLINSKY JEFFERSON GRAMM LAKE TRAIL MANAGED INVESTMENTS LLC LAKE TRAIL CAPITAL LP LAKE TRAIL CAPITAL GP LLC THOMAS W. PURCELL, JR. JOSHUA E. SCHECHTER JOHN B. MORLOCK ALAN VITULI |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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JCP Investment Management, LLC, together with the other participants named herein (collectively, “JCP”), has made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying GOLD proxy card to be used to solicit votes for the election of JCP’s slate of highly qualified director nominees to the Board of Directors of Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company”), at the Company’s upcoming 2017 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.
On June 6, 2017, JCP issued the following press release, which was also posted to www.FixFiesta.com:
JCP URGES FIESTA RESTAURANT GROUP STOCKHOLDERS TO VOTE THE GOLD CARD
JCP Believes Fiesta Reaching $150 million of EBITDA in 2021 is Achievable by Executing JCP’s Plan
JCP Encourages Stockholders to vote the GOLD Proxy to Elect John B. Morlock and James C. Pappas
HOUSTON, TX, June 6, 2017 – JCP Investment Management, LLC, together with its affiliates and the other participants in its solicitation (collectively, “JCP” or “we”), collectively one of the largest stockholders of Fiesta Restaurant Group, Inc. (“Fiesta” or the “Company”) (NASDAQ:FRGI), with aggregate ownership of approximately 9.0% of the Company’s outstanding shares, today reminded stockholders to vote the GOLD proxy card at the Company’s upcoming Annual Meeting to be held on June 7, 2017.
In its detailed investor presentation, which is available at https://tinyurl.com/FRGI-Presentation, JCP outlined a prudent strategy for Fiesta to achieve $150 million in EBITDA in 4 years.
|
Illustrative Plan | |||
| 2021E | Taco Cabana | Pollo Tropical | Consolidated |
| Revenues | 377,937 | 420,006 | 797,943 |
| Restaurant Level EBITDA before Ads | 88,447 | 117,560 | 206,007 |
| Franchise Fees | 6,311 | 4,600 | 10,911 |
| Ads | 10,000 | 10,000 | 20,000 |
| G&A | 20,157 | 25,462 | 45,619 |
| Adjusted EBITDA | 64,601 | 86,698 | 151,299 |
| EV / Adjusted EBITDA | 8.0x | 9.0x | 8.6x |
| Enterprise Value | 516,809 | 780,286 | 1,297,094 |
| Debt | - | - | 71,423 |
| Cash | - | - | 175,168 |
| Equity Value | - | - | 1,400,839 |
| Stock Value | - | - | $52.24 |
| Assumptions | |||
| Company Stores | 186 | 167 | 353 |
| Franchise Stores | 51 | 57 | 108 |
| Average Unit Volume | 2,025 | 2,556 | - |
| Restaurant Level Margin | 23.8% | 28.3% | 25.8% |
| AUV CAGR from 2016 | 1.3% | 1.7% | - |
If elected, our highly qualified nominees, John B. Morlock and James C. Pappas, eagerly look forward to working with new CEO Rich Stockinger and the other members of the Board of Directors to restore stockholder value and improve Fiesta’s corporate governance.
VOTE THE GOLD PROXY CARD TO ELECT JOHN B. MORLOCK AND JAMES C. PAPPAS TODAY
If you have any questions, or require assistance with your vote, please contact InvestorCom, toll-free at (877) 972-0090, call direct at (203) 972-9300
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm headquartered in Houston, TX that engages in value-based investing across the capital structure. JCP follows an opportunistic approach to investing across different equity, credit and distressed securities largely in North America.
Investor Contacts:
James C. Pappas
JCP Investment Management, LLC
(713) 333-5540
John Glenn Grau
InvestorCom
(203) 972-9300
Media Contact:
Gotham Communications
Bill Douglass, (646) 504-0890
bill@gothamcomm.com