Late yesterday, Dunkin’ Brands raised nearly $424 million after selling 22.3 million shares at $19 each. This was up from the $16 to $18 price range originally planned.
JP Morgan, Barclays Capital and Morgan Stanley are joint bookrunners on the deal. Eleven more underwriters are on the deal, including BofA Merrill Lynch and Goldman Sachs. The underwriters have the option to buy another 3.3 million shares.
Dunkin’ is expected to trade Wednesday under the Nasdaq ticker “DNKN.”
In 2005, three PE firms — Bain Capital, Carlyle Group and Thomas H. Lee Partners–acquired Dunkin’ Brands in a $2.4 billion deal. The PE firms put in equal amounts but it’s unclear how much equity was invested. However, the shareholders have received about $590 million in dividends since then. In November 2007, the sponsors received $90 million in a payout; another $500 million came in December 2010, according to SEC filings.
Dunkin’ is highly leveraged and has about $1.9 billion in long-term debt. The company, which is offering all the shares, plans to use proceeds from the IPO to pay off debt, as well as for working capital and for general corporate purposes.
Here’s a list of Dunkin’s top shareholders:
[slide title="No. 1: Bain Capital"]
Bain Capital is an old hand in “dining/lodging” deals. Bain, in the past, has owned Domino’s Pizza (which went public in 2004; Bain has since cashed out) and was a partial investor of Burger King (BK was sold last year to 3G Capital for $3.26 billion).
The Boston PE firm is an investor of OSI Restaurant Partners, parent of Outback Steakhouse and Fleming’s Prime Steakhouse. They also own Higa Industries, which is the master franchisee of Domino’s Pizza in Japan.
Before the IPO, Bain had about 32.9 million shares, or 31.6%, of Dunkin.’ They are not selling stock but are offering shares to underwriters via the overallotment option (the Greenshoe). Bain’s shares will fall to 31.8 million shares, or 25.2%, after the IPO (and if the Greenshoe is exercised).
At $19 a share, Bain’s 31.8 million shares are worth $604.2 million.
[slide title="No. 2: The Carlyle Group "]
For Carlyle, restaurant and food-related deals come under “consumer.” In 2007, the Washington DC buyout shop invested in Babela Restaurant Management. Carlyle has also exited its holding in Dr. Pepper/Seven Up Bottling.
Carlyle is not selling shares in the Dunkin’ IPO. Before the IPO, Carlyle owned 32.9 million shares or 31.6%. With the Greenshoe, Carlyle will see its stake fall to 31.8 million or 25.2% after the IPO. At $19 a share, their holding is worth $604.2 million.
[slide title="No. 3: Thomas H. Lee"]
Thomas H. Lee, the Boston buyout shop, has also done consumer deals. THL is an investor in Aramark as well as Michael Foods.
After the IPO, Thomas H. Lee will see its stake drop to 25.2% from 31.6% of Dunkin.’ The buyout shop isn’t selling shares (except for stock offered in the Greenshoe). Thomas H. Lee will own 31.8 million shares that will be valued at $604.2 million.
[slide title="No. 4: Jon Luther"]
Jon Luther, Dunkin’s non executive Chairman, owns about 2.3 million shares or 2.2% of the company. He’s not selling any shares. Luther’s holding will fall to 1.8%.
At $19 a share, his stake is valued at $43.7 million.
[slide title="No. 5: Nigel Travis"]
At $19 each, his holding is worth $11.8 million.
Lavelle, who resigned as CFO in 2010, owns 554,108 Dunkin’ shares. Like everyone else, she’s also not cashing out. Her stake is expected to be worth $10.5 million.
As you can tell, we don’t have a picture of Lavelle.
[slide title="No. 7: Ropes & Gray"]
Surprise! Ropes & Gray, the law firm, also owns shares in Dunkin.’ Some Ropes attorneys are investors of a vehicle called RGIP, which is a direct investor of Dunkin’ Brands. RGIP also invests in certain funds affiliated with Bain and Thomas H. Lee, according to SEC filings.
Ropes owns 72,169 Dunkin shares. The attorneys are offering 2,435 in the Greenshoe. If the overallotment option is exercised, the Ropes’ stake will fall to 69,734, valued at $1.3 million.