UPDATE 6-Centerbridge to buy P.F. Chang's for $1.1 bln

Tue May 1, 2012 1:23pm EDT

* P.F. Chang's shareholders to get $51.50 per share

* Centerbridge to pay 30 pct premium to Monday's close

* P.F. Chang's can solicit better offers through May 31

* Shares up 30 percent

By Lisa Baertlein and Mihir Dalal

May 1 (Reuters) - P.F. Chang's China Bistro Inc, which has been fighting to recover from ill-timed price increases, said on Tuesday it struck a deal to sell itself to Centerbridge Partners for $1.1 billion; shares in the restaurant chain soared 30 percent.

Centerbridge, a private equity firm that owns restaurant holding company CraftWorks Restaurants & Breweries, will pay $51.50 per share for P.F. Chang's -- a 30 percent premium to the stock's closing price on Monday.

The deal sounded a note of confidence in the beleaguered, full-service U.S. restaurant sector. P.F. Chang's and Darden Restaurant Inc's Olive Garden chain have come under increasing pressure from rivals like McDonald's Corp, Chipotle Mexican Grill Inc and Panera Bread Co, which all trumpet quality fare at lower prices.

P.F. Chang's shares jumped $11.77 to $51.46 on the Nasdaq Tuesday afternoon. T he stock, which had fallen about 20 percent over the year to Monday, last traded above $50 in February 2011.

"If you find a company that's been beaten up but there's no structural damage to the company, this may be the time for a deal," said Morningstar analyst R.J. Hottovy.

He added that the Centerbridge offer "looks like a fair price", coming in at about 8 times trailing earnings before interest, tax, depreciation and amortization (EBITDA)

That is where most deals in the last year have landed, including Golden Gate Capital's July acquisition of California Pizza Kitchen, Hottovy said.

Shares in other full-service restaurants, including Cheesecake Factory Inc and Buffalo Wild Wings Inc , moved higher on the P.F. Chang's news.

The announcement arrived in a week brimming with consumer sector news: Microsoft Corp said it would invest $605 million over five years in Barnes & Noble Inc's Nook e-reader and college business; Collective Brands Inc, owner of the discount footwear chain Payless ShoeSource, signed a deal to be bought by shoemaker Wolverine Worldwide Inc and two private equity firms for $1.32 billion; and DineEquity Inc found a buyer for 39 of its Applebee's restaurants in Virginia.

P.F. Chang's Chief Executive Rick Federico said going private would give his company greater flexibility to pursue its long-term strategy to increase traffic and improve performance.

P.F. Chang's, which operates namesake Bistro restaurants and the smaller Pei Wei quick-service chain, is free to solicit superior proposals through May 31, the parties to the deal said.

"Although we do not anticipate any other potential suitors now, we think any potential buyer will pave the way for greater cost scrutiny, potential closures of underperforming units and a more rapid turnaround," Miller Tabak restaurant analyst Stephen Anderson wrote in a note to clients.

P.F. Chang's move to pass on higher food and labor costs to customers last year resulted in market share losses and same-store sales declines.

On Tuesday the Scottsdale, Arizona-based company also reported a 42 percent drop in first-quarter profit to $6.3 million, missing Wall Street expectations.

Revenue was $318.9 million, little changed from a year earlier. Sales at its established Bistro and Pei Wei restaurants fell due to fewer guest visits, disappointing Wall Street analysts.

The deal with Centerbridge, expected to close by the end of the third quarter, must receive anti-trust approval and the minimum tender of about 83 percent of the P.F. Chang's common shares, among other things.

Goldman Sachs and DLA Piper LLP are advising P.F. Chang's, while Centerbridge is being advised by Wells Fargo Securities, Deutsche Bank Securities and Weil, Gotshal & Manges LLP.

Centerbridge's CraftWorks Restaurants & Breweries operates Rock Bottom Restaurants and Gordon Biersch Brewery Restaurant Group.

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