Papa John’s to repurchase 2,176,928 shares from Starboard for $82.52 per share

Papa Johns also announced it has entered into an agreement to repurchase 2,176,928 shares of Papa Johns common stock beneficially owned by Starboard at a purchase price of $82.52 per share. The price of the share repurchase represents a discount of approximately 4% to the closing price of Papa Johns common stock on March 1. Following the repurchase, Starboard will beneficially own 582,432 shares, representing approximately 2% of Papa Johns’ outstanding shares. The company will fund the share repurchase with cash on hand and funds available under its revolving credit facility and remains well positioned to continue funding its strategic plan from its operating cash flows. The share repurchase from Starboard is being made pursuant to the company’s existing share repurchase authorization. Papa Johns previously announced a share repurchase program for up to $425M of the company’s common stock, in addition to a $75M share repurchase authorization announced in 2020. As a result of the shares already repurchased in the open market and this transaction, Papa Johns will have approximately $90M remaining available under its current authorization. With this repurchase from Starboard, Papa Johns will have spent more than $410M on share repurchases, buying back more than 10% of its shares outstanding since 2020. The transaction was negotiated by an independent committee of the Papa Johns board formed for the purpose of evaluating a possible transaction with Starboard. Papa Johns’ independent director, Christopher Coleman, will succeed Jeffrey Smith as board chair effective immediately.