What was the purpose of Burger BossCo's establishment in relation to the Checkersrallys merger agreement?
Checkersrallys 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. Pursuant to Amendment One to the Merger Agreement, Merger Sub merged with and into Holdings with Holdings as the surviving corporation. As a result of such merger, Holdings became a wholly owned subsidiary of Burger BossCo, which was a wholly owned subsidiary of Burger BossCo Holdings, Inc. ("BossCo Holdings" or "Parent"). BossCo Holdings was a holding company controlled by various funds operated by Oak Hill Capital Partners ("Oak Hill").
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 91)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, Burger BossCo, Inc. was established specifically to facilitate the acquisition of Checkers Holdings, Inc. by Oak Hill Capital Partners IV (OHCP). The merger agreement, dated March 18, 2017, outlined that Burger BossCo, a wholly-owned subsidiary of OHCP, would acquire Holdings. Following the merger, Checkers and Rally's Restaurants, Inc. merged with and into Holdings. OHCP then assigned its rights and obligations under the Merger Agreement to Burger BossCo to complete the acquisition. Amendment One to the Merger Agreement further stipulated that Merger Sub would merge with Holdings, making Holdings a wholly-owned subsidiary of Burger BossCo, which itself was a subsidiary of Burger BossCo Holdings, Inc.
In simpler terms, Burger BossCo was a vehicle created by Oak Hill Capital Partners to execute the merger and acquire Checkersrallys. This type of corporate structure is common in mergers and acquisitions, where a shell corporation is formed to streamline the legal and financial processes of the transaction. The use of a subsidiary like Burger BossCo allowed Oak Hill Capital Partners to manage the acquisition without directly involving its main entity in the initial stages.
For a prospective Checkersrallys franchisee, this historical context highlights the ownership structure and the role of private equity firms in the brand's history. It's important to note that these types of ownership changes can sometimes lead to shifts in business strategy, financial priorities, and overall management approach. While the FDD provides this background, franchisees should inquire about the current strategic direction and long-term plans of Checkersrallys to understand how these past events may influence the future of the franchise system.