What was the purpose of Burger BossCo's establishment in relation to the Checkers merger agreement?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
On April 25, 2017, pursuant to the merger agreement (the "Merger Agreement") dated as of March 18, 2017, among Checkers Holdings, Inc. ("Holdings"), Oak Hill Capital Partners IV (Onshore), L.P., a Cayman Islands Exempted Limited Partner ("OHCP") and Burger BossCo, Inc ("Burger BossCo")., a Delaware corporation and a wholly owned subsidiary of OHCP ("Merger Sub") formed solely for the purpose of entering into the merger, Holdings was acquired by Merger Sub (the "Merger"). Following the Merger, Checkers and Rally's Restaurants, Inc. ("CRRI") merged with and into Holdings, with Holdings surviving such merger and becoming CDI's immediate parent. Pursuant to the Assignment and Assumption Agreement dated as of April 25, 2017, OHCP assigned all of its rights and future performance obligations under the Merger Agreement to Burger BossCo, a Delaware corporation that was established solely to consummate the acquisition.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 91)
What This Means (2025 FDD)
According to Checkers's 2025 Franchise Disclosure Document, Burger BossCo, Inc. was established specifically to facilitate the merger agreement. As stated in Item 21, Burger BossCo was a Delaware corporation and a wholly-owned subsidiary of Oak Hill Capital Partners (OHCP). It was formed solely for the purpose of entering into the merger with Checkers Holdings, Inc.
In the merger process, OHCP assigned its rights and future performance obligations under the Merger Agreement to Burger BossCo. Following this assignment, a subsidiary of Burger BossCo, referred to as Merger Sub, acquired Checkers Holdings, Inc. Later, Merger Sub merged with Checkers Holdings, Inc., resulting in Checkers Holdings becoming a wholly-owned subsidiary of Burger BossCo. Burger BossCo itself was a wholly-owned subsidiary of Burger BossCo Holdings, Inc., which was controlled by funds operated by Oak Hill Capital Partners.
In simpler terms, Burger BossCo acted as a vehicle for Oak Hill Capital Partners to acquire Checkers through a merger. It was a temporary entity created to handle the legal and financial aspects of the transaction, after which Checkers became part of a larger corporate structure controlled by Oak Hill Capital Partners.