BJ’s Restaurants, Inc. Announces Cooperation Agreement with Act III Holdings

Rhea-AI Summary

BJ's Restaurants (NASDAQ: BJRI) has announced a cooperation agreement with Act III Holdings, and affiliates of Ronald M. Shaich. The agreement includes Act III's commitment to support the Board, Brad Richmond (Interim CEO), and Lyle Tick (President and Chief Concept Officer) in developing and executing BJ's strategic vision.

Ron Shaich, Managing Partner and CEO of Act III, founder of Panera Bread Company and Chair of Cava Group, expressed strong support for BJ's new leadership appointments and their strategy for growth and value creation. The agreement includes customary standstill provisions, voting commitments, and related terms, with full details filed with the SEC on Form 8-K.

Positive

• Strategic partnership with experienced restaurant industry investor Ron Shaich and Act III Holdings
• Support from founder of successful restaurant chains (Panera Bread, Cava) brings valuable industry expertise
• Commitment from major stakeholder to support management's growth strategy

Negative

• Company operating under interim CEO leadership, indicating potential organizational uncertainty

Insights

Restaurant Industry Strategist

This cooperation agreement with Act III Holdings represents a pivotal strategic shift for BJ's Restaurants. Ron Shaich's track record in transforming restaurant businesses, particularly his success with Panera Bread and involvement with CAVA, brings exceptional operational expertise. His strategic vision typically focuses on digital transformation, menu innovation and operational efficiency - areas where BJ's could benefit significantly. The standstill agreement suggests Act III sees potential for value creation through collaborative guidance rather than aggressive intervention. The timing aligns with BJ's leadership transition, potentially accelerating the implementation of new growth initiatives and operational improvements.

The partnership could catalyze several key improvements: enhanced digital capabilities, streamlined operations and menu optimization - all important elements in the current competitive casual dining landscape. Shaich's proven ability to scale restaurant concepts while maintaining quality and profitability could help BJ's optimize its current footprint of approximately 200 locations.

Corporate Governance Expert

The cooperation agreement structure indicates a constructive approach to corporate influence, avoiding the confrontational aspects often seen in activist situations. The voting commitment and standstill provisions suggest a balanced power dynamic, protecting shareholder interests while enabling meaningful strategic input.

Brad Richmond's interim CEO position, coupled with Lyle Tick's role as President and CCO, creates a leadership structure that can benefit from Act III's expertise while maintaining operational continuity. This governance arrangement appears designed to facilitate strategic evolution rather than dramatic upheaval, potentially reducing execution risk during the transformation period.

Financial Analyst

This strategic partnership could significantly enhance BJ's market position and financial performance. With a market cap of $814.5 million, BJ's has room for substantial value creation through operational improvements and strategic initiatives. Act III's involvement, particularly given Shaich's success in creating shareholder value at Panera and CAVA, signals potential for meaningful financial upside.

The agreement structure suggests a focus on long-term value creation rather than short-term financial engineering. Investors should watch for improvements in key metrics like same-store sales growth, operating margins and return on invested capital over the next 12-18 months as initial indicators of the partnership's effectiveness.

HUNTINGTON BEACH, Calif., Jan. 02, 2025 (GLOBE NEWSWIRE) -- BJ’s Restaurants, Inc. (“BJ’s” or the “Company”) (NASDAQ: BJRI) today announced that it has entered into a cooperation agreement (the “Cooperation Agreement”) with Act III Holdings, LLC and various affiliates of Ronald M. Shaich (collectively with its affiliates, “Act III”).

“We are pleased to announce this agreement with Act III and its Managing Partner and Chief Executive Officer, Ron Shaich, who are well regarded for their restaurant industry acumen and results,” said Lea Anne S. Ottinger, Chair of the Board of Directors. “We are confident they can support the Board, Brad Richmond, the Company’s Interim Chief Executive Officer, and Lyle Tick, the Company’s President and Chief Concept Officer, as we develop and execute against BJ’s vision and strategic plan.”

“We are excited to enter into this Cooperation Agreement with BJ’s Restaurants, Inc.," said Mr. Shaich, who also founded Panera Bread Company and serves as Chair of the Board of Directors of Cava Group, Inc. “We strongly support the actions that BJ’s Board of Directors has taken, including the appointment of new leadership to guide the Company through its next chapter of growth and value creation. After engaging with BJ’s Board and management, we are confident in the discipline and financial expertise that Mr. Richmond is bringing to the Company and impressed by Mr. Tick’s vision and strategy for unlocking the full potential of the BJ’s brand. We fully support their focus and ambition and are excited to reaffirm our commitment to the Company. We look forward to collaborating with BJ’s to help them exceed their goals.”

Act III has agreed to a customary standstill, voting commitment, and related provisions in connection with the Cooperation Agreement. A copy of the Cooperation Agreement is included as an exhibit to the Company’s current report on Form 8-K, which has been filed with the U.S. Securities and Exchange Commission (the “SEC”).

About BJ’s Restaurants, Inc.

BJ’s Restaurants, Inc. is a national brand with brewhouse roots where Craft Matters®. BJ’s broad menu has something for everyone: slow-roasted entrees, like prime rib, BJ’s EnLIGHTened Entrees® including Cherry Chipotle Glazed Salmon, signature deep-dish pizza and the often imitated, but never replicated world-famous Pizookie® dessert. The winner of the 2024 Vibe Vista Award for Best Overall Beverage Program for Multi-Unit Chain Restaurants and the most decorated restaurant-brewery in the country, BJ’s has been a pioneer in the craft brewing world since 1996 and takes pride in serving BJ’s award-winning proprietary handcrafted beers, brewed at its brewing operations in four states and by independent third-party craft brewers. The BJ’s experience offers high-quality ingredients, bold flavors, moderate prices, sincere service, and a cool, contemporary atmosphere. Founded in 1978, BJ’s owns and operates over 215 casual dining restaurants in 31 states. All restaurants offer dine-in, take-out, delivery and large party catering. For more BJ’s information, visit http://www.bjsrestaurants.com.

About Act III Holdings, LLC

Act III Holdings, LLC is an evergreen investment vehicle formed by Ronald M. Shaich, founder and former Chairman and Chief Executive Officer of Panera Bread, to build tomorrow’s market-leading restaurant and entertainment companies. Act III Holdings, LLC invests in emerging restaurant and entertainment categories and helps build companies which will become the dominant brand in the niches they create and define. Portfolio investments benefit from the industry specific insights and capabilities of Act III and its partners. Existing portfolio investments include Cava Group, Tatte Bakery & Café, Life Alive Café, Level99, BJ’s Restaurant’s Inc., and PAR Technology Corporation. For more information, visit www.act3holdings.com.

Forward Looking Statements

Statements used in this news release relating to future plans, or events, are forward-looking statements subject to certain risks and uncertainties.​ Additional information concerning these and other risks and uncertainties is contained in the Company’s filings with the SEC, including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The Company has no obligation to publicly update or revise any of the forward-looking statements in this news release.

Investor Relations Contact

For further information, please contact Tom Houdek of BJ’s Restaurants, Inc. at (714) 500-2400.

FAQ

What does the cooperation agreement between BJRI and Act III Holdings mean for shareholders?

The agreement brings strategic support from experienced restaurant industry investors, including Ron Shaich, who will work with BJ's management to execute growth strategies and create shareholder value.

Who is partnering with BJ's Restaurants (BJRI) through the January 2025 cooperation agreement?

Act III Holdings, and affiliates of Ronald M. Shaich, founder of Panera Bread Company and Chair of Cava Group, are partnering with BJRI through the cooperation agreement.

What are the key terms of BJRI's 2025 cooperation agreement with Act III Holdings?

The agreement includes customary standstill provisions, voting commitments, and related terms, with Act III supporting BJ's Board and management in executing their strategic vision.

How will Act III Holdings support BJRI's business strategy?

Act III Holdings will collaborate with BJRI's management to help execute their vision and strategic plan, leveraging their restaurant industry expertise to support growth and value creation initiatives.