OSI Restaurant Partners

OSI Restaurant Partners, Inc. (OSI)
$3.2B Management-Led Buyout

Summary

Buyout of Outback Steakhouse chain

Original offer at $40 per share

Raised to $41.15

Press release 5.22.07
Merger agreement amendment

OSI news - stock chart
Buyout by Bain Capital and Catterton Partners
and OSI's founders
Background of the merger
Update

Announced 11.06.06

Developments

Investor presentation 4.17.07
ISS recommends FOR 4.26.07
Glass Lewis recommends FOR 4.30.07
Shareholder meeting delayed until May 15 5.08.07
Buyout group raises offer; Meeting delayed 5.22.07
Meeting adjourned to 6.05.07 5.25.07
Shareholders approve 6.05.07

Closed 6.14.07

Advisors

Financial

OSI: Wachovia Securities / Piper Jaffray

Legal

OSI: Wachtell Lipton / Baker & Hostetler
Bain Capital: Ropes & Gray

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Certificate of Inc and Bylaws of Surviving Corp
1.6 Directors
1.7 Officers

Article II Conversion of Shares; Exchange of Certificates

2.1 Effect on Capital Stock
2.2 Exchange of Certificates

Article III Company Reps

3.1 Qualification, Organization, Subsidiaries, Etc
3.2 Capital Stock
3.3 Corporate Authority Relative to this Agreement; No
Violation
3.4 Reports and Financial Statements
3.5 Internal Controls and Procedures
3.6 No Undisclosed Liabilities
3.7 Compliance with Law; Permits
3.8 Environmental Laws and Regulations
3.9 Employee Benefit Plans
3.10 Absence of Certain Changes or Events
3.11 Investigations; Litigation
3.12 Schedule 13e-3/proxy Statement; Other Information
3.13 Tax Matters
3.14 Labor Matters
3.15 Intellectual Property
3.16 Real Property
3.17 Opinion of Financial Advisor
3.18 Required Vote of the Company Stockholders
3.19 Material Contracts
3.20 Finders or Brokers
3.21 Insurance
3.22 Takeover Statutes
3.23 Affiliate Transactions
3.24 Indebtedness

Article IV Buyer Reps

4.1 Qualification; Organization, Subsidiaries, Etc
4.2 Corporate Authority Relative to this Agreement; No
Violation
4.3 Investigations; Litigation
4.4 Schedule 13e-3/proxy Statement; Other Information
4.5 Financing
4.6 Capitalization of Merger Sub
4.7 No Vote of Parent Stockholders
4.8 Finders or Brokers
4.9 Lack of Ownership of Company Common Stock
4.10 Interest in Competitors
4.11 Warn Act
4.12 No Additional Representations
4.13 Solvency
4.14 Management Agreements

Article V Certain Agreements

5.1 Conduct of Business by the Company and Parent
5.2 Investigation
5.3 No Solicitation
5.4 Filings; Other Actions
5.5 Stock Options and other Stock-based Awards
5.6 Reasonable Best Efforts
5.7 Takeover Statute
5.8 Public Announcements
5.9 Indemnification and Insurance
5.10 Control of Operations
5.11 Financing

Article VI Conditions to the Merger

6.1 Each Party
6.2 Company
6.3 Parent
6.4 Frustration of Closing Conditions

Article VII Termination

7.1 Termination or Abandonment
7.2 Termination Fees

Article VIII Miscellaneous

8.1 No Survival of Representations and Warranties
8.2 Expenses
8.3 Counterparts; Effectiveness
8.4 Governing Law
8.5 Jurisdiction; Enforcement
8.6 Waiver of Jury Trial
8.7 Notices
8.8 Assignment; Binding Effect
8.9 Severability
8.10 Entire Agreement; No Third-party Beneficiaries
8.11 Amendments; Waivers
8.12 Headings
8.13 Interpretation
8.14 Definitions

Proxy Solicitation - Schedule 13E-3 Filings

Shareholder meeting

Shareholders approve 6.05.07
Meeting initially scheduled for May 8

Proxy statements

Definitive 4.03.07
Preliminary 3.30.07
Preliminary 3.26.07
Preliminary 2.28.07
Preliminary 1.17.07

Schedule 13e-3 filings

Schedule 13e-3 1.17.07

Exhibits

Amendment #1 2.28.07

Exhibits

Schedule 13e-3 6.14.07

Financing

Summaries

Proxy statement summary

Agreements

Debt commitment letter 11.05.06
Deutsche Bank - Bank of America

Deal Protection

Limited auction

Proxy statement disclosure
Initiated by Catterton Partners and OSI CEO

Catterton initially partnered with Blackstone
Blackstone/Catterton didn't make an offer
Activist hedge fund (Pirate Capital) entered
OSI worked on Stockholder Value Initiative
Bain/Catterton entered at $37.50

No shop covenant

Subject to 50 day go shop provision

OSI can solicit competing proposals for 50 days from public announcement of the deal
OSI can continue to entertain superior proposals
received before this date
Merger agreement §5.3

Break-up fees

$45mm after "go shop" period;
$25mm if a proposal is made during "go shop" period

Merger agreement §7.2

Regulatory Approvals

HSR Act

Merger agreement §5.6

Fairness Opinion

Wachovia Securities

Piper Jaffray

Proxy statement disclosure
Board presentation 11.05.06

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