Posted By: Brad Martin

Mon Nov 6, 11:14 AM ET

TAMPA, Fla. - OSI Restaurant Partners Inc., which operates Outback Steakhouse among its handful of restaurant brands, announced Monday that it has agreed to be acquired by a private investor group for about $3 billion.
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The acquisition by Bain Capital Partners LLC, Catterton Partners and company founders is pending approval of shareholders. The deal was approved by Tampa-based OSI's board of directors based on the unanimous recommendation of a special committee of independent directors.

In addition to the $40 per share acquisition price, the investors have agreed to take on debt of about of about $185 million.

The transaction is not subject to financing conditions.

The offer represents a premium of 23 percent to the company's closing price Friday of $32.43.

OSI shares soared 23 percent, or $7.57, to $40 a share in morning trading Monday on the New York Stock Exchange.

The committee of independent directors will be conducting a market test for the next 50 days by soliciting proposals from other parties. Shareholders would then have an opportunity to approve or reject the deal.

Bill Allen, Chief Executive Officer of OSI Restaurant Partners, said the company had been considering options to boost value for shareholders, including a stock repurchase plan or spinning off some of its brands, before it received the offer.

Allen said no jobs will be cut and OSI would continue to look for growth opportunities in the face of some "troubled times" in the casual dining sector.

"This company was built around a set of principles and beliefs that emphasize consistently high-quality food and service, generous portions at moderate prices, and a fun, casual atmosphere," said Chris Sullivan, chairman and founder of OSI Restaurant Partners.

"Bain Capital and Catterton share our commitment to this philosophy and, as we return to private ownership, will support our people in achieving our long-term goals," Sullivan said in a statement.

Besides Outback, OSI Restaurant Partners Inc. operates Cheeseburger in Paradise, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's, Lee Roy Selmon's, and Blue Coral Seafood & Spirits restaurants. It has operations in 50 states and 21 countries.

Andrew Balson, a managing director at Bain Capital Markets, said the investment firm had experience with the restaurant and retail sectors, including its investments in chains such as Burger King and Dunkin' Donuts.

"This is an attractive company with many opportunities, particularly in a private market context, to do things a little differently in pursuing growth strategies, while remaining true to its core values," Balson said.

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