On August 16, 2022, Party E communicated to representatives of Jefferies that although they had concerns regarding the ability of Fiesta to achieve its plan and the portability of Fiesta’s concept to new geographies, they might be interested in pursuing a transaction at a per share cash purchase price in the low $8.00 range, but did not make a formal proposal.
On September 19, 2022, Party F communicated to representatives of Jefferies that it could be interested in pursuing a transaction with a per share purchase price in cash equal to a 13% premium to Fiesta’s then-current trading price of $7.23 per share, but did not make a formal proposal.
On September 21, 2022, Party G communicated to representatives of Jefferies that it might be interested in pursuing a transaction with a per share purchase price in cash in the $7.00 per share range, but did not make a formal proposal. On October 27, 2022, Party G revised its initial range and indicated that its offer would be in the high $6.00 to low $7.00 per share in cash price range.
During the second half of 2022, analyst coverage on Fiesta substantially decreased.
Throughout the fourth quarter of 2022, representatives of Jefferies additionally engaged with GSP, and GSP continued to conduct due diligence on Fiesta.
On October 6, 2022, the Board met to discuss the Forecasted Financial Information, a preliminary draft of which was shared with representatives of Jefferies following the meeting.
On December 1, 2022, representatives of Jefferies reached out to an additional financial sponsor counterparty (“Party H”) and continued discussions with certain other potential counterparties, including GSP.
In December 2022, the Special Committee determined to engage separate legal counsel that had significant experience with public company transactions to assist it in connection with any proposed transaction, and the Special Committee subsequently engaged Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel.
On January 12, 2023, GSP submitted a non-binding offer at a price per share range of $8.00 to $8.25 in cash to acquire 100% of the Common Stock. On such date, Fiesta’s trading price was $8.25 per share.
On January 17, 2023, the Special Committee held a meeting, at which representatives of Jefferies discussed with the Special Committee GSP’s offer and representatives of Jefferies’ discussions with other potential counterparties. During such meeting, the Special Committee instructed representatives of Jefferies to request that GSP increase its offer to $9.00 per share in cash.
On January 18, 2023, representatives of Jefferies communicated to representatives of GSP’s financial advisor that the Special Committee would be prepared to recommend a transaction at a price of $9.00 per share in cash and would be willing to allow GSP to continue its due diligence investigation in order for GSP to raise its proposed price per share.
Subsequently, GSP continued its substantive review of Fiesta and, following a request from GSP, during the week of January 23, 2023, members of Fiesta’s senior management met with GSP and its advisors. Additionally, consistent with the Special Committee’s direction, representatives of Jefferies advised representatives of GSP’s financial advisor that they were permitted to survey potential selected lending sources on a limited basis.
On January 27, 2023, Party H submitted a preliminary indication of interest to acquire Fiesta at a per share purchase price equal to $9.00 in cash. In connection with such offer, Party H requested 90 days of exclusivity in order to engage in further discussions and finalize any financing in connection with such offer.
On January 31, 2023, the Special Committee held a meeting, at which certain representatives of Fiesta management, Jefferies, and Gibson Dunn were present, to discuss the recent offer letter received from Party H, including its request for 90 days of exclusivity. Given the ongoing conversations with GSP and its financial advisor and the Special Committee’s concern regarding Party H’s execution risk given that Party H had conducted limited diligence to date, had not identified financing sources and requested a lengthy 90-day period of exclusivity, the Special Committee determined to decline Party H’s request for exclusivity, but instructed representatives of Jefferies to further engage with Party H to determine its willingness to make a formal offer at $9.00 per share in cash without the requirement that Fiesta enter into an exclusivity agreement. The Special Committee also instructed representatives of Jefferies to go back to GSP to again request a purchase price of $9.00 per share in cash.