Diversified Royalty Corp. Announces Acquisition of US-Based Cheba Hut Franchising, Inc.'s Trademarks, a 10% Dividend Increase, and an Increase in Size of its Acquisition Facility

Hamilton Spectator

11 hours ago

VANCOUVER, British Columbia, June 17, 2025 (GLOBE NEWSWIRE) — Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the 'Corporation' or 'DIV') is pleased to announce that it has acquired the trademarks and certain other intellectual property used by Cheba Hut Franchising, Inc. ('Cheba Hut') of Fort Collins, Colorado, adding a ninth royalty stream (and the second based in the United States) to DIV's portfolio. All dollar amounts in this news release, unless specifically denominated in U.S. dollars, are represented in Canadian dollars.
Highlights
1.
Pro-forma adjusted revenue is a non-IFRS financial measure and as such, does not have a standardized meaning under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release.
Acquisition Overview
DIV and its wholly-owned subsidiary Cheeb Royalties Limited Partnership ('Cheeb LP') entered into an acquisition agreement dated June 17, 2025 (the 'Acquisition Agreement') with Cheba Hut and an affiliate of Cheba Hut pursuant to which Cheeb LP acquired (the 'Acquisition') Cheba Hut's worldwide trademarks portfolio and certain other intellectual property rights utilized by Cheba Hut in its fast casual, toasted sub sandwich restaurants (the 'Cheba Rights') for a purchase price (the 'Purchase Price'), of US$36 million cash. The Purchase Price was funded with (i) approximately US$18 million drawn from DIV's amended acquisition facility (further details below) (the 'Acquisition Facility'), (ii) approximately US$8 million from DIV's cash on hand, (iii) US$5 million drawn from a new senior credit facility issued to Cheeb LP (the 'Cheeb Credit Facility'), and (iv) US$5 million drawn from a new senior term credit facility issued to DIV (the 'Additional Term Facility').
Immediately following the closing of the Acquisition, DIV licensed the Cheba Rights in the United States back to Cheba Hut for 50 years, in exchange for an initial royalty payment of US$4 million per annum (the 'Royalty' and together with the Acquisition, the 'Transaction'). The Royalty will be automatically increased at a rate equal to the greater of 3.5% and the U.S. CPI + 1.5% per year without any further consideration payable by DIV or Cheeb LP. Cheba Hut may also increase the annual royalty payable on April 1st of each year following the closing (each an 'Adjustment Date') subject to Cheba Hut satisfying certain royalty coverage tests. The amount of each royalty increase cannot be less than US$500,000 per annum and must, in respect of amounts over that threshold, be in increments of US$100,000 per annum. In consideration for a royalty increase on an Adjustment Date, Cheeb LP will pay an amount to Cheba Hut in cash, based on a multiple between 7 and 8 times (depending on certain conditions being met) the incremental annual royalty purchased, as additional consideration for the Cheba Rights.
Payment of the Royalty will be secured by a general security agreement granted by Cheba Hut to Cheeb LP, and by secured corporate guarantees to be granted to Cheeb LP by several affiliates of Cheba Hut.
The Acquisition is expected to increase DIV's tax pools by approximately $51 million to a total of approximately $424 million, which can be depreciated over time to reduce DIV's cash taxes. Amounts paid for incremental annual royalties will also increase DIV's tax pools.
Founded in 1998, Cheba Hut has 77 fast casual, toasted sub sandwich restaurants in the US. All of Cheba Hut's locations are franchised, except for two corporate stores and substantially all future growth is currently expected to result from opening additional franchised locations. Cheba Hut had US$149 million of system sales2 and SSSG2 of 5% in 2024. Cheba Hut is forecasting over US$187 million in system sales2 in the fiscal year ended December 31, 2025.
2.
System sales and same store sales growth (SSSG) are supplementary financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release.
Sean Morrison, Chief Executive Officer of DIV, stated, 'The Cheba Hut trademark acquisition and royalty agreement adds a ninth royalty stream to DIV's portfolio, representing approximately 7% of DIV's pro-forma adjusted revenue3 and is another step in our strategy of purchasing royalties from a diverse group of proven multi-location businesses and franchisors. We believe Cheba Hut's impressive track record of growth is a result of its strong store-level economics, quality of its franchisees and experience of its management team. Scott Jennings, the founder of Cheba Hut, and his management team represent a great partner for DIV, as they strongly believe in the continued success of Cheba Hut over the long term and therefore partnering with DIV was far superior to selling equity ownership. We look forward to working with Scott and Cheba Hut's management team to continue expanding the business across the U.S.
DIV has worked to promote its royalty model in the U.S. market and now, with its second US-based royalty transaction, is building significant momentum in that market. Such continued momentum in the U.S. franchisor market will become significant to DIV as it scales its business going forward.
Further, DIV's strong balance sheet (cash on hand, under-levered existing royalty LP's, an unused acquisition facility) enabled it to fund the Transaction without the need to raise equity. DIV's less than 100% payout ratio4, automated DRIP program and ability to refinance existing LP's will enable it to substantially pay down the acquisition facility within 12 months. This is a game-changer for DIV as all prior trademarks acquisitions have been funded concurrently, or shortly thereafter, with a sizeable equity raise.'
Scott Jennings, stated, 'DIV understands and believes that leaving us in control of our company keeps us in the best position to sustain our controlled growth. In addition, we can continue to take care of our product, partners, crew, and most importantly our CUSTOMERS the way we have for the last 27 years. We thank DIV for believing in Cheba Hut and helping us stay in excellent position to keep our soul intact for the next 50 years and beyond!!!'
3.
Pro-forma adjusted revenue is a non-IFRS financial measure, and as such, does not have a standardized meaning under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release.
Amendment to Acquisition Facility
DIV amended its Acquisition Facility to increase the size from $50 million to $70 million and extend the maturity date to May 30, 2027, and thereafter to June 17, 2028 (if certain conditions are met).
DIV and Cheeb LP Credit Facilities
Cheeb LP financed US$5 million of the Purchase Price with new bank debt having a term of three years from closing. The Cheeb Credit Facility is non-amortizing and has a floating interest rate equal to SOFR + 2.5% per annum; however, DIV will have 90 days following closing to effectively fix the interest rate on 75% of the amount borrowed under this facility through an interest rate swap. The Cheeb Credit Facility is secured by the Cheba Rights and the Royalty payable by Cheba Hut, and has covenants customary for this type of a credit facility.
DIV financed approximately US$18 million of the Purchase Price from the Acquisition Facility as amended and described above. The approximately US$18 million drawn on the Acquisition Facility is interest-only for twelve months and thereafter amortizes over a 60-month period. In connection with the Transaction, DIV financed US$5 million of the Purchase Price from an Additional Term Facility of US$5 million with a term of approximately 18 months. The Additional Term Facility is non-amortizing and has a floating interest rate based on SOFR plus a spread based on prevailing market rates. The Additional Term Facility is secured by a general security interest over the assets of the Corporation and, if requested by the lender, may be secured by specific assignments of certain material agreements entered into by the Corporation from time to time, and has covenants customary for this type of credit facility. DIV intends to pay down the Acquisition Facility through a combination of cash flows, debt refinancings and/or capital markets transactions.
Dividend Policy Increase
DIV's board of directors has approved an increase in DIV's dividend policy to increase its annualized dividend from 25.0 cents per share to 27.5 cents per share effective July 1, 2025, an increase of 10%. DIV estimates its pro-forma payout ratio4 will be approximately 94.9% (pro-forma payout ratio, net of DRIP is approximately 83.0%)4.
4.
Pro-forma payout ratio and pro-forma payout ratio, net of DRIP are non-IFRS ratios, and as such, do not have standardized meanings under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release.
Investor Conference Call
Management of DIV will host a conference call on Wednesday, June 18, 2025, at 7:00 am Pacific Time (10:00 am Eastern Time). To participate by telephone across Canada, call toll free at 1 [phone] or 1 [phone] (conference ID 02753). The presentation will be followed by a question-and-answer session. An archived telephone recording of the call will be available until Wednesday, September 17, 2025, by calling 1 [phone] or 1 [phone] (playback passcode: 02753 #). The management presentation for the conference call will be available on DIV's website
https://www.diversifiedroyaltycorp.com/investors/investor-presentation/
prior to the call. Alternatively, the link to the webcast of the conference can be found below:
https://onlinexperiences.com/Launch/QReg/ShowUUID=AE82A2E9-8F95-4F22-BF7D-3DF54A94A39D
About Diversified Royalty Corp.
DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV's objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.
DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions, BarBurrito and Cheba Hut trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada's largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada's leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive janitorial, building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada. Cheba Hut is a fast casual toasted sub sandwich franchise with locations across 19 U.S. states.
DIV's objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.
Forward Looking Statements
Certain statements
contained
in this news release may constitute 'forward-looking information' or 'financial outlook' within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or financial outlook. The use of any of the words 'anticipate', 'continue', 'estimate', 'expect', 'intend', 'may', 'will', 'project', 'should', 'believe', 'confident', 'plan' and 'intends' and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information or financial outlook in this news release includes, but are not limited to, statements made in relation to: the increase in DIV's annual dividend; statements related to the expected tax implications of the Acquisition on DIV; substantially all future growth for Cheba Hut is currently expected to result from opening additional franchised locations; Cheba Hut's forecasted system sales in the fiscal year ended December 31, 2025; the expected financial impact of the Transaction on DIV, including on its pro-forma payout ratio, pro-forma payout ratio, net of DRIP and pro-forma adjusted revenue; DIV intends to pay down the Acquisition Facility through a combination of cash flows, debt refinancings and/or capital markets transactions; the continued expansion in the U.S. franchisor market and the expected effect on DIV and its business; DIV's intention to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time; and DIV's corporate objectives. The forward-looking information and financial outlook contained herein involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied therein. DIV believes that the expectations reflected in the forward-looking information and financial-outlook are reasonable but no assurance can be given that these expectations will prove to be correct. In particular there can be no assurance that: DIV will realize the expected benefits of the Transaction, or that it will be accretive; the actual tax implications of the Acquisition and the Transaction on DIV will be consistent with the tax implications expected by DIV; Cheba Hut will pay the Royalty and otherwise comply with its obligations under the agreements governing the Transaction; Cheba Hut will not be adversely affected by the other risks facing its business; DIV may not complete any further royalty acquisitions; DIV may not increase its dividend in accordance with the currently expected timing or amounts; DIV will be able to make monthly dividend payments to the holders of the DIV common shares; or DIV will achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information and financial outlook included in this news release are not guarantees of future performance, and such forward-looking information and financial outlook should not be unduly relied upon. More information about the risks and uncertainties affecting DIV's business and the businesses of its royalty partners can be found in the 'Risk Factors' section of its Annual Information Form dated March 24, 2025 and the 'Risk Factors' section of its management's discussion and analysis for the three months ended March 31, 2025 that are available under DIV's profile on SEDAR+ at
www.sedarplus.ca
.
In formulating the forward-looking statements contained herein, management has assumed that, among other things, Cheba Hut will be successful in meeting its stated corporate objectives, including its growth targets; DIV will realize the expected benefits of the Transaction; the Cheba Hut business will not suffer any material adverse effect; the actual tax implications of the Acquisition, the Transaction and the payment of the Royalty will be consistent with the tax implications expected by DIV; and the business and economic conditions affecting DIV and Cheba Hut will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.
To the extent any forward-looking information in this news release constitute a 'financial outlook' within the meaning of applicable securities laws, such information is being provided to assist investors in understanding the potential financial impact of the Transaction, the Cheeb Credit Facility, the Additional Term Facility and the dividend increase and may not appropriate for other purposes.
All of the forward-looking information and financial outlook disclosed in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments contemplated thereby will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, DIV contemplated by such forward-looking information and financial outlook contained herein. The forward-looking information and financial outlook included in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
Non-IFRS Measures
Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation's financial performance and its ability to pay dividends, the performance of its royalty partners and the financial impacts to DIV of the Transaction. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation, its royalty partners and the Transaction than investors would have if they simply considered IFRS measures alone. The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures used in this news release do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS.
The non-IFRS financial measure used in this news release is pro-forma adjusted revenue, which includes as components the following non-IFRS financial measures: DIV royalty entitlement, adjusted revenue and run-rate adjusted revenue. Run-rate adjusted revenue is calculated as the sum of DIV's adjusted revenue for each of the three months ended December 31, 2024 and March 31, 2025, multiplied by two for purposes of annualizing such amount, plus the amount of Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025. Pro-forma adjusted revenue is calculated as the run-rate adjusted revenue plus the amount of the initial adjusted revenue contribution payable by Cheba Hut. DIV management believes run-rate adjusted revenue provides useful information as it provides supplemental information regarding DIV's consolidated revenues, and pro-forma adjusted revenue provides useful information as it provides supplemental information regarding DIV's consolidated revenues after giving effect to the Transaction. For an explanation of the composition of
DIV royalty entitlement and adjusted revenue, including a reconciliation to the most directly comparable IFRS measure, see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025, copies of which are available under DIV's profile on SEDAR+ at
www.sedarplus.ca
, which is incorporated by reference herein.
The following table reconciles revenue for the three months ended December 31, 2024 and March 31, 2025 to pro-forma adjusted revenue and run-rate adjusted revenue:
1)
Adjustment for Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, assuming incremental annual net system sales (system sales is a non-IFRS supplementary measure and as such, does not have a standardized meaning under IFRS - see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025) of $8.4 million, multiplied by 7.95% royalty rate
2)
Cheba Hut contribution is calculated as the initial adjusted revenue contribution of USD$4,000,000 payable by Cheba Hut, multiplied by a USD to CAD exchange rate of $1.4:1
The non-IFRS ratios used in this news release are pro-forma payout ratio and pro-forma payout ratio, net of DRIP, which include as components the following non-IFRS financial measures: EBITDA, normalized EBITDA, distributable cash, run-rate distributable cash, pro-forma distributable cash, pro-forma dividends declared and DIV royalty entitlement net of NND Royalties LP expenses. Run-rate distributable cash is calculated as the sum of DIV's distributable cash for each of the three months ended December 31, 2024 and March 31, 2025, multiplied by two for purposes of annualizing such amount, plus the after-tax amount of Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, less adjustments for interest income and current tax. Pro-forma distributable cash is calculated as run-rate distributable cash plus the amount of the initial adjusted revenue contribution payable by Cheba Hut, less incremental operating expenses, interest expenses and taxes. DIV management believes run-rate distributable cash provides useful information as it provides supplemental information regarding DIV's ability to generate cash available for payment of dividends after adjusting for non-recurring expenses and pro-forma distributable cash provides useful information as it provides supplemental information regarding DIV's ability to generate cash available for payment of dividends after giving effect to the Transaction. Pro-forma dividends declared is calculated as DIV's new annualized dividend of $0.275 per share multiplied by the number of DIV common shares issued and outstanding as of March 31, 2025. Pro-forma dividends declared is used to calculate the pro-forma payout ratio, and thus management believes that it provides useful information as to DIV's expected future aggregate annualized dividend payments. Pro-forma payout ratio is calculated as pro-forma dividends declared divided by pro-forma distributable cash. Pro-forma payout ratio, net of DRIP is calculated as the difference of (X) pro-forma dividends declared less (Y) dividends paid by DIV in the form of DIV common shares issued under DIV's dividend reinvestment plan ('
DRIP
') at an estimated participation rate of 12.5%, divided by pro-forma distributable cash. For an explanation of the composition of EBITDA, normalized EBITDA, distributable cash and DIV royalty entitlement net of NND Royalties LP expenses, including a reconciliation to the most directly comparable IFRS measure, see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025, copies of which are available under DIV's profile on SEDAR+ at
www.sedarplus.ca
, which is incorporated by reference herein. DIV management believes that (i) pro-forma payout ratio provides useful information as it provides supplemental information regarding DIV's ability to generate cash to pay dividends following the completion of the Transaction and the increase to the dividend, and (ii) pro-forma payout ratio, net of DRIP provides useful information as it provides supplemental information regarding DIV's ability to generate cash to pay dividends following the completion of the Transaction and the increase to the dividend after adjusting for dividends paid by DIV in the form of DIV common shares issued under the DRIP.
The following table reconciles net income for the three months ended December 31, 2024 and March 31, 2025, to run-rate distributable cash and pro-forma distributable cash and illustrates the calculation of pro-forma payout ratio and pro-forma payout ratio, net of DRIP:
1)
Adjustment for Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, assuming incremental annual net system sales (system sales is a non-IFRS supplementary measure and as such, does not have a standardized meaning under IFRS - see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025) of $8.4 million, multiplied by 7.95% royalty rate, less marginal income taxes assumed at 27%
2)
Cheba Hut contribution is calculated as the initial adjusted revenue contribution of USD$4,000,000, multiplied by a USD to CAD exchange rate of $1.4:1, less incremental operating expenses of $50,000, interest expense of $1,890,000 and taxes of $586,000
3)
Calculated as the number of DIV common shares issued and outstanding as of March 31, 2025 (167,567,468) multiplied by the new annualized dividend of $0.275 per share
4)
Calculated as pro-forma dividends declared, multiplied by 1 minus the effective DRIP rate of 12.5%
System Sales is a supplementary financial measure and is a reference to the top-line sales revenue reported to Cheba Hut by all Cheba Hut franchisees. System sales is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. The Corporation believes system sales is a useful measure as it provides investors with an indication of performance of the franchisees underlying Cheba Hut's business.
Same store sales growth or SSSG is a supplementary financial measure and is a reference to the percentage increase in system sales over the prior comparable period for Cheba Hut locations that were in operation in both the current and prior periods, excluding stores that were permanently closed. The Corporation believes that SSSG is a useful measure as it provides investors with an indication of the change in year-over-year sales of Cheba Hut locations.
Third Party Information
This news release includes information obtained from third party reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners and Cheba Hut. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
Additional Information
Additional information relating to the Corporation and other public filings, is available on SEDAR+ at
www.sedarplus.ca
.
Contact:
Sean Morrison, President and Chief Executive Officer
Diversified Royalty Corp.
[phone]
Greg Gutmanis, Chief Financial Officer and VP Acquisitions
Diversified Royalty Corp.
[phone]