Ruby Tuesday = Real Estate
<The Deal does not endorse the above gif, though it applauds its hilarity.>
Ruby Tuesday’s real estate portfolio is worth more than the company itself.
By Laura Berman
Years of poor performance and a diminished brand at Ruby Tuesday Inc. (RT) likely won't stop activist shareholders from salivating over the restaurant chain's vast real estate portfolio.
Ruby Tuesday, which hasn't had a profitable quarter since 2011, on March 13 retained UBS to explore strategic alternatives, including a possible sale. Ten days later, Leon Capital Group LLC reported a 9.5% stake in the company. Leon wrote in a 13D filing that it had entered into a confidentiality agreement with Ruby Tuesday hinting at a potential transaction.
Leon, a real estate investment and development firm, has about $2.5 billion in assets. Given Leon's real estate expertise, it's possible the firm could be urging Ruby Tuesday to sell and lease back its real estate to a restaurant-focused REIT or convert itself into a REIT.
Ruby Tuesday's real estate is worth more than the company itself, which has an enterprise value of $306.5 million. The real estate, however, may be insufficient to tempt a real estate investor, with less tempting sites than competitors like Olive Garden operator Darden Restaurants Inc. (DRI) or Chili's parent Brinker International Inc. (EAT).
Glenn Welling's Engaged Capital LLC holds a 3.34% stake as of March 31, which it began building last fall, well before the strategic review. Welling previously pushed Jamba Inc. (JMBA) to convert itself into a franchised-owned model and using franchise proceeds to buy back stock. Engaged has not commented publicly on its investment or any conversations with management.
Ruby Tuesday in 2011 settled with another pair of activists, Becker Drapkin Management LP and Carlson Capital LP, adding Becker Drapkin chairman Matthew Drapkin to head the company's board. Drapkin served for two years and then sold his shares after resigning.
The Maryville, Tenn.-based company typically holds its annual meeting in October, but announced June 30 that "in light of the ongoing strategic review," the 2017 meeting would be held on Dec. 6. The deadline for shareholders to submit director nominations is Sept. 7.
Shuttering malls and changing consumer tastes for home cooking in favor of fast-casual restaurants have driven major restaurant chains to bankruptcy, including Garden Fresh Restaurant Corp. (Oct. 30), Cosi Inc. (Sept. 28) and Logan's Roadhouse Inc. (Aug. 8).
And plenty of small-cap restaurant chains are facing proxy battles, including Bravo Brio Restaurants Group Inc. (BBRG), which is in a public spat with TAC Capital LLC; Buffalo Wild Wings Inc. (BWLD), whose CEO announced retirement plans after a yearlong dispute with Marcato Capital Management LP; and Fiesta Restaurant Group Inc. (FRGI), which is attempting to placate JCP Investment Management LLC.
Another chain, Jack in the Box Inc. (JACK), announced May 16 that it had retained Morgan Stanley to shop its Qdoba Restaurant Corp. Mexican restaurant concept, shortly after Keith Meister's Corvex Management LP accumulated a 1.8% stake. Corvex hasn't commented on its Qdoba investment.














