Restaurant Acquisition Partners, Inc. To Merge With Oregano’s Pizza Bistro, Inc.

Business Wire:

Restaurant Acquisition Partners, Inc. (’Restaurant Acquisition‘) announced today that it has entered into definitive agreements to merge with privately held Oregano’s Pizza Bistro, Inc. (’Oregano’s’)TM. Oregano’s is a full service casual Italian bistro restaurant chain featuring a moderately priced menu specializing in Chicago-style thin crust and stuffed pizzas, and unique recipes for pasta, sandwiches and salads. Oregano’s currently owns and operates eight Arizona locations and three additional Arizona units currently in development. The combination includes the real property associated with 5 operating restaurants and one in development. Upon consummation of the merger, Restaurant Acquisition will change its name to ‘Oregano’s Pizza Bistro, Inc.’

Under the terms of the definitive agreements, Oregano’s sole shareholder will receive estimated consideration of approximately $25.5 million, of which approximately $9.2 million relates to the acquired real estate. The consideration will consist of Restaurant Acquisition common stock of approximately $7.75 million and approximately $17.75 million cash.

The transaction consideration will be reduced for certain transaction expenses and will be subject to working capital and other adjustments (including for actual adjusted EBITDA for the 12 months ending August 31, 2008, capital expenditures incurred to date for the restaurants in development and certain indebtedness). As part of the transaction consideration, Restaurant Acquisition may also be required to pay certain contingent consideration on the terms specified in the definitive agreements.

To fund the transaction and provide capital for future growth, Restaurant Acquisition plans to use approximately $18.45 million of cash currently held in trust (after payment of deferred underwriting fees) and to raise about $5 million in debt.