Cracker Barrel Acquires Interest in Punch Bowl Social from L Catterton, Agrees to Future Growth Financing

Client Type: Public Company

We represented Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) in its investment in Denver-based Punch Bowl Social, an award-wining experiential food and beverage concept. Under the terms of the agreement, Cracker Barrel will invest up to approximately $140 million to acquire its initial non-controlling stake from private equity firm L Catterton and to provide growth capital for future development of the restaurant-entertainment concept. The investment in Punch Bowl Social allows Cracker Barrel to enter a new and expanding experiential food and beverage segment, providing another growth vehicle to deliver shareholder value. Additionally, the strategic relationship provides Punch Bowl Social with many additional resources to drive continued growth, given Cracker Barrel’s extensive operating capabilities and capital capacity.

The deal team was led by Bass, Berry & Sims corporate attorneys Howard Lamar and Scott Bell and included corporate attorneys Ryan Hoffman and David Venturella. Firm attorneys Emily Burrows and Chelsea Harrison advised on intellectual property matters; Doug Dahl and Noah Black advised on employee benefits matters; Mary Leigh Pirtle advised on labor and employment matters; Bryan Metcalf counseled on tax issues; and Felix Dowsley, Tommy Gossett, Mike Stewart and Amanda Stanley advised on financing- and real estate- related matters.

“We appreciate the opportunity to represent Cracker Barrel in this transaction. We look forward to working with them as they expand their footprint into the entertainment segment, and we are excited to build on our firm’s depth of experience in the food & beverage industry,” said lead deal team attorney Scott Bell. Scott also stated, “Cracker Barrel has been a great client for many years and we are excited to work with their management team in the expansion of their offerings to customers.”

To read the full press release issued by Cracker Barrel, click here. The transaction was highlighted in several media outlets, including:

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests high-quality homestyle food and unique shopping — all at a fair price. By creating a world filled with hospitality and charm through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Holler and Dash® restaurants.

Punch Bowl Social is the first experiential food and beverage brand to bring a made-from-scratch menu and craft beverages together with social gaming in one design-forward environment. Punch Bowl Social was named as one of Fast Company’s 2019 Top 50 Most Innovative Companies in the World, a Nation’s Restaurant News Hot Concept in 2018, among more than a dozen other national and regional awards. Punch Bowl Social serves weekend brunch, lunch, dinner and late-night snacks alongside a variety of creative punches, local microbrews and craft non-alcoholic beverages.

The Bass, Berry & Sims corporate and securities practice encompasses mergers and acquisitions, capital markets transactions, corporate governance and shareholder activism. We serve as primary corporate and securities counsel to more than 35 public companies and have counseled on 150 deals ranging in size from $20 million to more than $15 billion over the past two years. The team and our attorneys have been consistently recognized in leading industry outlets, including Chambers USA – ranked as a top corporate firm in Tennessee since 2003 – and M&A Advisor Award recipient for – “M&A Deal of the Year ($10MM-$25MM)” and “Healthcare and Life Sciences Deal of the Year (Over $100MM-$1B)” in 2018; and “M&A Deal of the Year (From $1B-$5B)” and “Corporate/Strategic Deal of the Year (Over $1B)” in 2017.

We represented Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) in its investment in Denver-based Punch Bowl Social, an award-wining experiential food and beverage concept. Under the terms of the agreement, Cracker Barrel will invest up to approximately $140 million to acquire its initial non-controlling stake from private equity firm L Catterton and to provide growth capital for future development of the restaurant-entertainment concept. The investment in Punch Bowl Social allows Cracker Barrel to enter a new and expanding experiential food and beverage segment, providing another growth vehicle to deliver shareholder value. Additionally, the strategic relationship provides Punch Bowl Social with many additional resources to drive continued growth, given Cracker Barrel’s extensive operating capabilities and capital capacity.

The deal team was led by Bass, Berry & Sims corporate attorneys Howard Lamar and Scott Bell and included corporate attorneys Ryan Hoffman and David Venturella. Firm attorneys Emily Burrows and Chelsea Harrison advised on intellectual property matters; Doug Dahl and Noah Black advised on employee benefits matters; Mary Leigh Pirtle advised on labor and employment matters; Bryan Metcalf counseled on tax issues; and Felix Dowsley, Tommy Gossett, Mike Stewart and Amanda Stanley advised on financing- and real estate- related matters.

“We appreciate the opportunity to represent Cracker Barrel in this transaction. We look forward to working with them as they expand their footprint into the entertainment segment, and we are excited to build on our firm’s depth of experience in the food & beverage industry,” said lead deal team attorney Scott Bell. Scott also stated, “Cracker Barrel has been a great client for many years and we are excited to work with their management team in the expansion of their offerings to customers.”

To read the full press release issued by Cracker Barrel, click here. The transaction was highlighted in several media outlets, including:

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests high-quality homestyle food and unique shopping — all at a fair price. By creating a world filled with hospitality and charm through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Holler and Dash® restaurants.

Punch Bowl Social is the first experiential food and beverage brand to bring a made-from-scratch menu and craft beverages together with social gaming in one design-forward environment. Punch Bowl Social was named as one of Fast Company’s 2019 Top 50 Most Innovative Companies in the World, a Nation’s Restaurant News Hot Concept in 2018, among more than a dozen other national and regional awards. Punch Bowl Social serves weekend brunch, lunch, dinner and late-night snacks alongside a variety of creative punches, local microbrews and craft non-alcoholic beverages.

The Bass, Berry & Sims corporate and securities practice encompasses mergers and acquisitions, capital markets transactions, corporate governance and shareholder activism. We serve as primary corporate and securities counsel to more than 35 public companies and have counseled on 150 deals ranging in size from $20 million to more than $15 billion over the past two years. The team and our attorneys have been consistently recognized in leading industry outlets, including Chambers USA – ranked as a top corporate firm in Tennessee since 2003 – and M&A Advisor Award recipient for – “M&A Deal of the Year ($10MM-$25MM)” and “Healthcare and Life Sciences Deal of the Year (Over $100MM-$1B)” in 2018; and “M&A Deal of the Year (From $1B-$5B)” and “Corporate/Strategic Deal of the Year (Over $1B)” in 2017.