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

Core Viewpoint - Diversified Royalty Corp. has acquired the trademarks and certain intellectual property from Cheba Hut Franchising, Inc. for US$36 million, adding a ninth royalty stream to its portfolio, which is expected to enhance its revenue and tax position [1][4][10]. Acquisition Overview - The acquisition includes Cheba Hut's worldwide trademarks and certain intellectual property rights for a purchase price of US$36 million, funded through various financial instruments including an amended acquisition facility and new credit facilities [4][14][15]. - Following the acquisition, DIV licensed the Cheba Rights back to Cheba Hut for 50 years, with an initial royalty payment of US$4 million per annum, which will increase annually based on a fixed rate or U.S. CPI [5][6][8]. Financial Impact - The acquisition is projected to increase DIV's tax pools by approximately CAD$51 million, totaling around CAD$424 million, which can be depreciated over time to reduce cash taxes [6]. - The initial annual royalty revenue from Cheba Hut represents approximately 7% of DIV's pro-forma adjusted revenue [8][10]. Company Growth and Performance - Cheba Hut operates 77 fast casual, toasted sub sandwich restaurants in the U.S., with system sales of US$149 million and a same-store sales growth (SSSG) of 5% in 2024, forecasting over US$187 million in system sales for the fiscal year ending December 31, 2025 [7][8]. - The acquisition aligns with DIV's strategy of acquiring royalties from diverse, proven multi-location businesses, enhancing its revenue streams and market presence in the U.S. [10][11]. Dividend Policy - DIV's board has approved a 10% increase in its annualized dividend from CAD$0.25 to CAD$0.275 per share, effective July 1, 2025, with a pro-forma payout ratio estimated at approximately 94.9% [17][8]. Financing and Credit Facilities - DIV amended its Acquisition Facility to increase its size from CAD$50 million to CAD$70 million, extending the maturity date, which supports the funding of the acquisition without the need for equity raises [13][15]. - The financing structure includes a combination of cash on hand, drawn amounts from credit facilities, and secured loans, ensuring a robust financial strategy for the acquisition [14][15]. Strategic Partnerships - The partnership with Cheba Hut is viewed as beneficial, allowing Cheba Hut to maintain control over its operations while providing DIV with a stable revenue stream through royalties [10][12]. - The management of both companies expresses confidence in the long-term growth potential of Cheba Hut, indicating a strong alignment of interests [10][12].