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Starboard’s Jeffrey Smith Named Chairman of Papa John’s

The activist hedge fund has invested $200 million in the struggling pizza company.

Activist investment firm Starboard Value has made a $200 million investment in pizza chain Papa John’s International.  

Louisville, Kentucky-based Papa John’s announced Monday that Starboard would receive preferred stock in exchange for the $200 million investment and that the activist firm’s chief executive officer Jeffrey Smith would join Papa John’s board as chairman. 

"This transaction provides the company with financial resources and strong and experienced directors on the board in order to position the company for success over the long term,” Olivia Kirtley, the outgoing board chair, said in a statement.

The investment concludes a strategic review launched by the company last fall after the resignation of John Schnatter in July. The founder and public face of the pizza chain had stepped down as chairman after Forbes reported that he had used the n-word during a conference call. The company issued severalstatements condemning Schnatter’s remarks, ultimately launching the strategic review in September.

Still, the pizza chain has struggled in the aftermath of the incident, with North American comparable sales down 7.3 percent down for the year, according to preliminary financial results released in the company’s statement Monday.

According to the terms of the investment deal, New York-based Starboard will acquire series-B convertible preferred stock that represents between 11 percent and 15 percent of Papa John’s outstanding common stock. The preferred shares’ annual dividend rate is 3.6 percent, and the stock is redeemable after eight years for cash, according to the announcement.

Half of the proceeds from the investment will be used to repay debt, while the remainder will be invested in the company’s operations, the company said.

Starboard will have the option to invest an additional $50 million by March 29 using the same terms, according to the announcement.

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Smith, who previously served as chairman of the board of Olive Garden operator Darden Restaurants, will be joined on the Papa John’s board of directors by Anthony Sanfilippo, former chairman and chief executive officer of Pinnacle Entertainment.

“These directors bring substantial experience in the restaurant, retail, and hospitality industries, with skill sets spanning operational turnarounds, corporate finance, and corporate governance,” the announcement said.  

Papa John’s president and CEO Steve Richie will also join the board, bringing the board’s membership up to nine directors, seven of which are independent. He has served as the company’s CEO since December 2017.

“We look forward to providing leadership, sponsorship, and support to instill operational, financial, and corporate governance best practices, and working with the Papa John’s team to develop a disciplined long-term strategic plan while delighting our customers every day,” Smith said in a statement.  

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