Panera Brands, which includes the fast casual Panera Bread as well as Caribou Coffee and Einstein Bros. Bagels, and USHG Acquisition (“HUGS”), which is sponsored by an affiliate of Union Square Hospitality Group, have signed an agreement for HUGS to become a cornerstone partner with Panera Brands. Danny Meyer will also invest directly in Panera Brands at the time of the IPO and become lead independent director of Panera Brands’ board following completion of the IPO.
The closing will take place following the completion of the Panera Brands IPO, which will be via a customary IPO process, and approval of HUGS shareholders. HUGS shareholders would become direct shareholders in Panera Brands. JAB, which is Panera Brands’ primary shareholder, subject to completion of the IPO, has agreed to make a dollar-for-dollar investment in shares of Panera common stock in an amount equal to the amount of any redemptions of HUGS shares ahead of the vote.
Key provisions:
- Each issued and outstanding share of HUGS’s Class A and Class B common stock will be exchanged for a number of shares of Panera Brands’ common stock at an exchange ratio of $10.00 divided by the public offering price per share in the Panera Brands IPO.
- Each issued and outstanding warrant of HUGS will be assumed by Panera Brands and will become a warrant with respect to Panera Brands common stock, with the number of shares of Panera Brands common stock underlying each warrant adjusted based on the public offering price per share in the Panera Brands IPO. Read more.
