Transactions
Jun. 25, 2002
Baja Ensalada Lover Aids Fresh Sale to Wendy's
Partner and co-chair of her firm's newly formed restaurant, food, wine, beer and spirits group, Anna Graves represented Fresh Enterprises Inc. in its sale of subsidiary Baja Fresh Mexican Grill to Wendy's International Inc. Baja Fresh provides fresh, fast Mexican food in 169 restaurants in 16 states, including California. Wendy's bought the fast-food chain for $275 million in cash.
Firm: Pillsbury Winthrop in Los Angeles
Practice Area: Corporate securities and finance
Age: 42
Partner and co-chair of her firm's newly formed restaurant, food, wine, beer and spirits group, Anna Graves represented Fresh Enterprises Inc. in its sale of subsidiary Baja Fresh Mexican Grill to Wendy's International Inc. Baja Fresh provides fresh, fast Mexican food in 169 restaurants in 16 states, including California. Wendy's bought the fast-food chain for $275 million in cash. Graves talks about the deal and the timing behind it.
Although this was a cash deal, were Baja Fresh shareholders given an opportunity to purchase Wendy's stock?
No. The venture capital investors weren't interested in that. The only type of deal they would consider was an all-cash deal. The lawyers never discussed it. The business people might have discussed this for 30 seconds, but that's it.
You negotiated this deal in a little more than a month. How did you make that happen?
We filed an IPO on April 25, and the real driver of the deal's timing was that we wanted to stay on schedule for the IPO, unless we were able to structure a deal that was satisfactory to both sides before beginning the roadshow. It was the right time for Fresh Enterprises to go public; we didn't want to miss our market window. Wendy's was more than happy to accommodate the schedule.
Why didn't Baja Fresh go public, too?
It was a decision made by the three venture capital partners. The market value that Wendy's placed on the company was attractive. The venture capitalists were able to get a very handsome return without the risks associated with public markets or the general company.
Did Baja Fresh cater the negotiations?
Baja Fresh catered almost every meeting in our offices. Baja Fresh even set up an elaborate salsa bar - just like the ones in their restaurants - in one of our conference rooms. Let's just say our attorneys and staff will miss the clients more than most.
What's your favorite Baja Fresh food?
The Baja Ensalada with steak, very healthful. Or the Burrito Ultimo with steak, Enchilado style, somewhat more naughty, but still respectable compared to most other restaurants' offerings. I also love their pico de gallo, full of lime and cilantro, and their mild green tomatillo salsa.
Why did Pillsbury start the restaurant food group?
The restaurant, food and beverage industry is a steadily growing segment of the economy, and that's why Pillsbury is devoting time and resources to it. The firm has a lot of clients in this area. For instance, I took California Pizza Kitchen public and continue to represent them as general outside corporate counsel. I also represent Wolfgang Puck Casual Dining, Wolfgang Puck Worldwide and Nando's Chickenland.
Stefanie Knapp
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