Vinci 洽购 IMC 拟组 40 亿雷亚尔餐饮平台，Pizza Hut 须先出售

Vinci Compass, owner of Outback, is interested in Frango Assado restaurant chain Divulgação Vinci Compass, the asset manager that owns the Outback, Abbraccio, and Aussie restaurant chains in Brazil, and International Meal Company (IMC) are in preliminary talks about combining their businesses, with discussions currently focused on financials and valuation, Valor has learned. Vinci is particularly interested in IMC’s Frango Assado brand. Vinci entered the Outback business in November 2024, when VCP IV, its fourth private equity fund, acquired a 67% stake in Bloomin’ Brands’ Brazilian operations, which also include Abbraccio and Aussie. The deal valued the business at R$2.06 billion. Bloomin’ retained a 33% stake. Gennius, owner of Habib’s, seeks court protection to restructure debt Restaurants turn to direct delivery apps to cut costs, gain data Domino’s Brazil shifts to fully franchised model as expansion advances With about 540 locations, IMC controls the Frango Assado, Pizza Hut, Viena, and Batata Inglesa restaurant chains, among others. If a deal with IMC moves forward, it would be carried out through the same fund. Domino’s Pizza, which is also owned by Vinci, is held through a separate vehicle, VCP III. The possibility of combining the businesses has been presented to IMC shareholders and board members, who are open to hearing a proposal. The discussions are currently focused on exchanging information about the companies’ assets and calculating their valuations. The market estimates that the combined companies could be worth around R$4 billion, although sources close to Vinci do not confirm the figure. “We haven’t discussed a price or finalized a valuation yet, but it is clear what this could unlock in value for IMC and how it could give Vinci’s portfolio a new scale,” a source said. According to people familiar with the matter, the structure under consideration could involve a merger in which Vinci would become the controlling shareholder of the combined company. The companies are expected to generate combined revenue of R$5.5 billion this year. Vinci projects revenue of around R$4 billion in 2026, while IMC’s revenue is estimated at R$1.5 billion, bringing the combined total to R$5.5 billion. In addition to combining the businesses, the transaction would give Vinci’s operations access to the stock market through an already listed company, in a structure known as a reverse IPO. This would create a liquidity route for investors in Vinci’s funds that may eventually want to reduce their positions. It would also provide access to capital for faster expansion, laying the groundwork for a “house of brands” for the group’s food-service platform in Brazil. IMC has about R$170 million in estimated net present value from tax benefits, which could provide an additional benefit in the transaction structure. Future of Pizza Hut Even if the deal were structured through the fund that does not hold Domino’s, sources say combining the assets under a single company would require a solution for Pizza Hut, which competes with Vinci’s pizza chain. “Vinci is really interested in Frango Assado, and it would have to sell Pizza Hut to another party as part of a linked transaction,” a person familiar with the matter said. In this scenario, Brazil Foodservice and Franchising Corporation (BFFC), which owns Bob’s, has been identified by Vinci as a potential buyer of Pizza Hut, as has Zamp, which does not have a pizza chain in its portfolio. BFFC do Brasil Comércio e Participações owns nearly 6% of IMC. Valor has learned that Mubadala Capital, which controls Zamp—the operator of Burger King—is looking at foreign brands to expand its portfolio. IMC’s largest shareholder is UV Gestora, with about 35% of the company’s shares. The Martins family, with businessman Carlos Wizard Martins and his sons Charles and Lincoln, holds a combined stake of about 9%. The Martins family acquired the rights to Pizza Hut in Brazil in 2018 through holding company Multi QSR and partnered with IMC in July 2019. A transaction could give IMC scale and pave the way to unlock value at a company that has been shrinking and streamlining its portfolio in recent years by selling operations considered noncore. The company currently has a market capitalization of about R$250 million, and its stock has fallen nearly 30% this year. There is a view that IMC has increasingly focused in recent years on generating value, closing loss-making stores, and reducing leverage. However, that has not translated into an increase in its share price. The addition of KFC and Pizza Hut to the portfolio years ago, when the Martins family joined the company, channeled resources toward those businesses and left Frango Assado on the back burner. Frango Assado sales fell 4% from January through June, while Pizza Hut sales increased 10%. Other smaller IMC operations, such as Viena and Brunella, declined 7.5%. IMC has about 340 stores, including approximately 250 Pizza Hut locations, 24 Frango Assado locations, and another 26 in the U.S. Vinci believes it can turn around Frango Assado’s performance. The brand has a strong presence along highways but is going through a period of weaker demand. This is also a segment that interests the asset manager, along with airports, which it plans to develop through the Outback brand under a strategy that is advancing within the group. September shareholder meeting Separately, IMC is negotiating with debenture holders to make significant changes to the terms of its debt and gain flexibility to sell assets. A creditors’ meeting for the company’s fourth debenture issuance is scheduled for September 21 to vote, among other matters, on extending the maturity of the debentures to October 2029, changing the interest and principal repayment schedules, and granting a waiver for asset sales. This is not related to the talks with Vinci. The authorization sought from creditors would allow IMC to sell up to R$500 million in assets in Brazil, in one or more transactions, as well as dispose of assets located in the United States. In return, the company is proposing to pledge shares in Centro de Serviços Frango Assado Norte as collateral to debenture holders, through a fiduciary transfer of ownership. The proposal also calls for at least 20% of the proceeds from asset sales in Brazil to be used to repay or redeem the debentures early. For assets in the U.S., the percentage would rise to 47%. The proposal also includes an extraordinary R$12 million principal repayment in October and a R$60 million cap on investments. IMC presented a similar proposal to creditors holding debentures from its third issuance at a meeting held on September 15. IMC’s financial performance has been weak amid slowing demand. In the first half, the company’s net revenue fell 8.6% to R$776 million. Its net loss widened from R$71 million to R$87 million, while its negative financial result increased from R$64 million to R$114 million. Earlier this year, Vinci hired Itaú BBA to seek a minority investor in Outback, in a move aimed, among other objectives, at accelerating the business’s growth. One of the intentions is to pursue acquisitions in the sector and develop new expansion opportunities for the chain, including stores at airports and along highways—the segments where Frango Assado already has a presence. Vinci declined to comment. IMC said it “does not comment on market speculation or rumors regarding potential M&A transactions” and reiterated that all material information is disclosed strictly in accordance with regulatory and capital market rules, through its official Investor Relations channel. The company emphasized that, under the notice calling its shareholders’ meeting, any proceeds from asset sales will be used to repay debt, “a practice already adopted over the past few years.”