Panera Brands, Inc. plans to file a statement with the US Securities and Exchange Commission on a proposed initial public offering of its common stock, the St. Louis-based company announced Nov. 9. The same day it was announced USHG Acquisition Corp. (HUGS), a special purpose acquisition company (SPAC) sponsored by an affiliate of Union Square Hospitality Group LLC, and Panera Brands signed an agreement under which HUGS will become a cornerstone partner with Panera Brands.
Danny Meyer, chairman of HUGS and founder of Union Square Hospitality Group, will invest directly in Panera Brands and become lead independent director of Panera Brands’ board of directors.
Panera Brands, which is composed of Panera Bread, Caribou Coffee and Einstein Bros. brands, was created in early August. Panera Brands intends to submit a draft registration statement on Form S-1 to the SEC but has yet to determine the number of shares it will offer and the price range for the proposed offering.
Panera Bread traded publicly on the Nasdaq before JAB Holding Co. acquired Panera Bread for $315 per share, or about $7.5 billion, in 2017. JAB Holding, now the primary shareholder of Panera Brands, has agreed to make a dollar-for-dollar investment in shares of Panera Brands common stock in an amount equal to the amount of any redemptions of HUGS shares.
HUGS was created with a goal of investing in a business on the path to becoming a public company. Meyer founded Union Square Hospitality Group in 1985. The group since then has created restaurants, cafes and bars in New York City.
“We’ve long admired Danny’s work as he built some of today’s most beloved brands with a relentless focus on hospitality and culture,” says Niren Chaudhary, chief executive officer of Panera Brands. “The values of Panera Brands, which are based on a belief that we can be force multipliers for good, creating a positive impact on our communities and the planet, are values shared with Union Square Hospitality Group. We look forward to partnering to capitalize on the global growth opportunity for our brands.”
Meyer says, “Under CEO Niren Chaudhary’s leadership, Panera Brands embodies values consistent with HUGS and our enlightened hospitality roots, demonstrating that shareholder success is dependent on and driven by an employee-first stakeholder culture. Importantly, Panera Brands meets our investment criteria to combine with a purpose-driven business that is scalable and built for the long term, a market leader whose greatest strength is its talent and heart, a company where people love to work and with which customers, suppliers and partners love doing business. We are excited to partner with Panera Brands alongside JAB.”
Under the agreement, HUGS will become a wholly owned subsidiary of Panera Brands. Each issued and outstanding share of HUGS’s Class A and Class B common stock will be exchanged for a number of shares of Panera Brands’ common stock at an exchange ratio of $10 divided by the public offering price per share in the Panera Brands IPO.
Nearly 4,000 locations across 10 countries make up Panera Brands. As of June 30, there were 2,120 Panera Bread bakery-cafes in 48 US states and Ontario operating under the Panera Bread or St. Louis Bread Co. names. Caribou Coffee operates 713 Caribou Coffee stores in 10 countries. Einstein Bros Bagels, which consists of Einstein Bros Bagels, Bruegger’s Bagels, Noah’s New York Bagels and Manhattan Bagel, operates more than 1,000 company-owned and licensed units in the United States.