SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 3, 2010
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
|
Missouri
(State
of
incorporation)
|
001-15007
(Commission
File
Number)
|
43-1532756
(IRS
Employer
Identification
Number)
|
2481
Manana Drive
Dallas
TX 75220
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (214) 357-9588
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
reporting obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange
Act
|
Item 8.01
Other Events.
On May 3, 2010, we issued a press
release announcing that Oak Hill Capital Partners (“Oak Hill Capital”), a
leading private equity firm, had entered into a definitive agreement to acquire
the outstanding stock of our parent corporation, Dave & Buster’s Holdings,
Inc. (“Holdings”), from Wellspring Capital Management, LLC and the other equity
holders of Holdings. Oak Hill Capital is investing in partnership
with Dave & Buster’s current management team. The aggregate value
of the transaction is approximately $570 million. A copy of the press
release is filed as Exhibit 99.1 to this report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
|
(d)
|
Exhibits
|
|
99.1
|
Press
release dated May 3, 2010
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| DAVE & BUSTER’S, INC. | |||
|
Date:
May 4, 2010
|
By:
|
/s/ Jay. L. Tobin | |
|
Jay
L. Tobin
|
|||
| Senior Vice President, General Counsel and Secretary | |||
Exhibit
99.1
Oak
Hill Capital Partners to Acquire Dave & Buster’s from Wellspring Capital for
$570 Million
Dallas, Texas – May 3, 2010 –
Dave & Buster’s, Inc. (“Dave & Buster’s”) announced
today that Oak Hill Capital Partners (“Oak Hill Capital”), a leading private
equity firm, has entered into a definitive agreement to acquire Dave &
Buster’s from Wellspring Capital Management, LLC (“Wellspring”). Oak
Hill Capital is investing in partnership with Dave & Buster’s current
management team, led by CEO Steve King. The aggregate value of the
transaction is approximately $570 million.
Founded
in 1982 and headquartered in Dallas, Texas, Dave & Buster’s is the premier
owner and operator of 56 high-volume restaurant/entertainment venues that
provide customers with the unique opportunity to “Eat, Drink & Play®” all in
one location. Dave & Buster’s offers a full menu of high quality
food and beverage items combined with an extensive assortment of entertainment
attractions, including state-of-the-art video games, interactive simulators and
other games of skill. Dave & Buster’s currently has stores in 24
states and Canada.
Steve
King, CEO of Dave & Buster’s, said, “We have thoroughly enjoyed our
partnership with Wellspring and thank the firm for its support. We
are very excited to partner with Oak Hill Capital given its extensive experience
investing in consumer, retail and restaurant companies, as well as its long
history of working successfully with management teams. We believe Oak
Hill Capital will be a value-added partner that will help Dave & Buster’s
execute against its strategy of continuing to build its brand and expand its
store base.”
Tyler
Wolfram, a Partner at Oak Hill Capital, said, “Dave & Buster’s is a category
defining concept that offers its customers a unique interactive entertainment
and dining experience in a lively setting. We believe there is a
tremendous opportunity to grow the Dave & Buster’s store base given its
differentiated format, the strength of its brand and the meaningful number of
untapped markets across North America and beyond. We look forward to
working closely with Steve and the rest of the company’s management team to
capitalize on these growth opportunities.”
Greg S.
Feldman, Managing Partner of Wellspring, said, "We are very pleased by the
growth and financial performance of Dave & Buster’s since we acquired the
company in 2006. This has been a very successful investment for our
firm and the company is well-positioned for the future, both domestically and
internationally. We thank Steve King, his management team and all
Dave & Buster’s employees for their great work and wish them continued
success."
Completion
of the transaction, which is subject to regulatory approvals and customary
closing conditions, is expected in the second quarter of 2010.
Jefferies
& Company, Inc. acted as sole financial advisor to Dave & Buster’s and
J.P. Morgan Securities Inc. acted as sole financial advisor to Oak Hill Capital
in the transaction. The transaction has fully committed financing,
consisting of debt financing to be provided by JPMorgan Chase Bank N.A., an
affiliate of J.P. Morgan Securities Inc., and Jefferies & Company,
Inc. J.P. Morgan Securities Inc. will act along with Jefferies &
Company, Inc. as Joint Lead Arranger and Bookrunner for such
financing. Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as legal counsel to Wellspring Capital and Weil, Gotshal & Manges
LLP is serving as legal counsel to Oak Hill Capital.
*
* *
About
Dave & Buster’s, Inc.
Founded
in 1982 and headquartered in Dallas, Texas, Dave & Buster’s is the premier
national owner and operator of 56 high-volume venues that offer interactive
entertainment options for adults and families, such as skill/sports-oriented
redemption games and technologically advanced video and simulation games,
combined with a full menu of high quality food and beverages. Dave
& Buster’s currently has stores in 24 states and Canada. For
additional information on Dave & Buster’s, please visit www.daveandbusters.com
or call (214) 357-9588.
About
Oak Hill Capital Partners
Oak Hill
Capital Partners is a private equity firm with more than $8.4 billion of
committed capital from leading entrepreneurs, endowments, foundations,
corporations, pension funds and global financial institutions. Robert M.
Bass is the lead investor. Over a period of more than 24 years, the
professionals at Oak Hill Capital Partners and its predecessors have invested in
more than 60 significant private equity transactions. Oak Hill
Capital Partners is one of several Oak Hill partnerships, each of which has a
dedicated and independent management team. These Oak Hill partnerships
comprise over $30 billion of investment capital across multiple asset
classes. For more information about Oak Hill Capital Partners, visit www.oakhillcapital.com.
About
Wellspring Capital Management
Wellspring
Capital Management, founded in 1995, is a leading middle-market private equity
firm that manages more than $2 billion of private equity capital. The
firm’s objective is to bring partnership, experience and value creation to each
investment. By teaming up with strong management, Wellspring is able to
unlock underlying value and pursue new growth opportunities through strategic
initiatives, operating improvements and add-on acquisitions. The firm
functions as a strategic rather than tactical partner, providing management
teams with top-line support, M&A experience and financial expertise, and
access to resources.
Forward-Looking
Statements
Statements
included herein may constitute “forward-looking statements,” which relate to
future events or the future performance or financial condition of Dave &
Buster’s or Oak Hill Capital following the acquisition of Dave & Buster’s.
These statements are not guarantees of future performance, condition or results
and involve a number of risks and uncertainties. Actual results and condition
may differ materially from those in the forward-looking statements as a result
of a number of factors, including those described from time to time in Dave
& Buster’s filings with the Securities and Exchange Commission. Neither Dave
& Buster’s nor Oak Hill Capital undertakes any duty to update any
forward-looking statements made herein.
Media
Contacts
For
Dave & Buster’s:
April
Spearman, Vice President of Marketing
(214)
904-2201
For
Oak Hill Capital Partners:
Kekst and
Company
Lin-Hua
Wu / Sofia Mata-Leclerc
(415)
391-4665
lin-wu@kekst.com
For
Wellspring Capital Management:
Kekst and
Company
Mark
Semer / Micheline Tang
(212)
521-4800
micheline-tang@kekst.com