Butterfly to Acquire QDOBA and Form Leading Fast-Casual Restaurant Platform Through Merger with Modern Restaurant Concepts

LOS ANGELES–(BUSINESS WIRE)–Butterfly today announced that it has entered into a definitive agreement with funds managed by affiliates of Apollo (the “Apollo Funds”) to acquire QDOBA, the second-largest player and franchisor in Mexico’s restaurant industry. fast casual dining in North America, through a merger transaction with Modern Restaurant Concepts (“MRC”), an industry-leading “better for you” fast casual dining platform comprised of two brands: Modern Market Eatery (“Modern Market ”) and Lemonade.

Based in San Diego, California, QDOBA is the leading Mexican fast food franchisor in North America and has contributed to the overall growth of the Mexican restaurant industry. It operates nearly 750 units across North America, of which approximately 450 are franchised. Known for its signature queso and handmade guacamole, QDOBA has been voted best fast casual restaurant for four consecutive years by USA TODAY 10Best.

Upon closing of the merger transaction, the Modern Restaurant Concepts platform will include approximately 800 units spanning nearly every US state and the combined restaurants will employ nearly 18,000 people systemwide. Each of the QDOBA, Modern Market and Lemonade brands will continue to accelerate system growth through company-operated, franchised and licensed openings. MRC management believes there is growth potential for more than 3,000 total units across the brands.

In conjunction with the announcement of the merger transaction, MRC is also announcing today that Modern Market has recently signed a multi-unit franchise development agreement with a leading national franchisee. The franchise development agreement is Modern Market’s first and will bring more than 40 new Modern Markets to 7 states. Earlier this year, QDOBA announced its largest multi-unit franchise development deal in company history and, in total, has developed a committed pipeline of approximately 300 franchised units to be opened over the next five coming years.

As part of the transaction, King Street Capital Management, one of the world’s leading alternative asset managers, is investing alongside Butterfly.

“With this transaction, we couldn’t be more excited to bring together three incredible restaurant brands in QDOBA, Modern Market and Lemonade to form one of the leading next-gen restaurant platforms,” ​​said Adam Waglay, co -founder and co-CEO of Butterfly. . “Together, these brands are incredibly positioned for the future with mouth-watering dishes, flexible and affordable menu choices, and a powerful offsite offering.”

Ed Testerman, Partner at King Street, added, “We are delighted to once again partner with Adam and his team at Butterfly Equity to further expand the scale and capabilities of the Modern Restaurant Concepts platform.

“We are extremely excited to partner with Butterfly on the next phase of QDOBA’s journey alongside Modern Market and Lemonade,” said Keith Guilbault, current CEO of QDOBA, who will continue to lead QDOBA as co-CEO of MRC. “We’ve only scratched the surface of QDOBA’s potential to date and Butterfly’s food orientation will strengthen our ability to grow and deliver great food to our loyal customers.”

“QDOBA is an iconic brand whose reach will help us bring Modern Market and Lemonade to new consumers and franchisees across the country, especially as we begin our own franchising journey,” said Rob McColgan, current CEO of MRC. , who will continue to lead Modern Market and Lemonade. Market and Lemonade brands as co-CEO of MRC. “We are thrilled to welcome the QDOBA team to the Modern Restaurant Concepts family and believe that together we can build something truly different in the restaurant space.”

“We are proud to have supported QDOBA’s business transformation under our fund’s ownership, strengthening its position as the leading Mexican fast-casual franchisor in North America,” said Apollo Partner Itai Wallach. “We are confident that QDOBA will continue its growth trajectory under the Modern Restaurant Concepts platform and that the talented team will be a valuable addition to the combined platform in its exciting next phase.”

Terms of the transaction were not disclosed. The transaction is expected to close in the third quarter of 2022. Butterfly has been advised by Kirkland & Ellis LLP on legal matters relating to the transaction. QDOBA and Apollo Funds were advised by Deutsche Bank, Credit Suisse and Morgan, Lewis & Bockius LLP.

About Modern Restaurant Concepts

Modern Restaurant Concepts is one of the largest casual fast food platforms in North America with nearly 800 units across three brands, QDOBA, Modern Market Eatery and Lemonade. The system operates company-owned and franchised units in nearly every US state as well as Canada and Puerto Rico.

Modern Market Eatery is a sustainable fast-casual restaurant concept operating in Colorado, Texas, Arizona and Indiana. Offering market freshness and flavors in a modern dining format and environment, Modern Market Eatery’s menu of protein-centric bowls, garden-fresh salads, grilled sandwiches and brick-oven pizzas redefines this what does it mean to eat well at a reasonable price. For more information about Modern Market Eatery, please visit www.modernmarket.com.

Lemonade is a modern, casual California-based concept that offers colorful, seasonal, and healthy lunch and dinner options as diverse as California itself. Raising the industry standard for quality and freshness, Lemonade appeals to the time-pressed but food-savvy with the simple allure of beautifully prepared salads, hearty braised meats, satisfying sandwiches, decadent desserts and thirst-quenching artisanal lemonades. For more information on lemonade, please visit www.lemonadela.com.

About QDOBA

QDOBA is a fast-casual Mexican restaurant with nearly 750 locations in the United States and Canada. Committed to bringing flavor to people’s lives, QDOBA uses ingredients prepared in-house, by hand and fresh throughout the day, to create delicious menu options. Customers can experience the delicious flavors of QDOBA by sampling one of its signature menu options designed by the chef for convenience and ease or by customizing their burritos, tacos, burrito bowls, salads, quesadillas and nachos to suit. of their personal tastes. For four consecutive years, QDOBA has been voted “Best Fast Casual Restaurant” in the USA TODAY 10Top Readers’ Choice Award. Find out more at www.QDOBA.com or on the QDOBA app, which is available for download from the iTunes App Store or Google Play. Fans can also connect with QDOBA on Facebook, Twitter, Instagram, TikTok and YouTube.

About Butterfly

Butterfly Equity (“Butterfly”) is a Los Angeles, California-based private equity firm specializing in the food industry, covering the entire food value chain from “seed to fork” through four vertical sectors: agriculture and aquaculture, food and beverages, food distribution and catering. Butterfly aims to generate attractive returns on investment through deep industry specialization, a unique approach to deal sourcing, and an operations-driven, technology-driven approach to value creation. For more information about Butterfly, please visit its website at www.bfly.com.

About King Street Capital Management

King Street is a global alternative investment firm founded in 1995 that manages approximately $22 billion in public and private market assets. The firm combines rigorous fundamental research with differentiated sourcing and tactical trading capabilities to identify complex and misunderstood investment opportunities across all asset classes, upstream and downstream of the capital structure. For more information, visit www.kingstreet.com.

About Apollo

Apollo is a high growth global alternative asset manager. In our asset management business, we seek to provide our clients with excess return at every step of the risk-reward spectrum, from investment grade to private equity, with a focus on three investment strategies : yield, hybrid and equities. For more than three decades, our investment expertise on our fully integrated platform has met the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by offering a range of retirement savings products and acting as a solution provider to institutions. Our patient, creative and knowledgeable approach to investing aligns our clients, the companies we invest in, our employees and the communities we impact, to expand opportunities and achieve positive results. As of June 30, 2022, Apollo had approximately $515 billion in assets under management. For more information, visit www.apollo.com.

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