One Driven Brands Holdings Inc. (DBHI) investor has publicly announced its intent to buy all DBHI shares.
ADW Capital Management LLC sent an open letter to DBHI and its controlling shareholder, Roark Capital Group, on April 30. In the letter, ADW says it would like to buy all outstanding DBHI shares it does not already own for $18 per share.
Charlotte, North Carolina-based DBHI operates several automotive services brands, including Auto Glass Now, Take 5 Oil Change, Meineke Car Care Centers, Maaco, 1-800-Radiator & A/C, ABRA Auto Body and CARSTAR.
A Buyout Offer
According to DBHI’s stock tracker, shares cost $12.74 at closing on April 29 and $14.16 at the open of April 30. ADW states that its offer per share was 41% greater than the closing price on April 29. At the opening on May 11, DBHI stock traded at $13.25 per share.
“We believe our proposal provides a highly attractive opportunity for shareholders to obtain substantial and immediate cash value for their shares, which is greater than what Driven Brands can be expected to achieve for shareholders on its current course,” ADW’s letter says.
ADW claims DBHI is “materially undervalued due to self-inflicted structural, capital allocation and governance failures.” The letter also claims that Roark’s focus on its “larger restaurant platforms” hurt DBHI.
“It is not lost on us that Roark is focused on preparing Inspire Brands to go public and that other large assets like Subway will eventually need to find their way into passive liquid markets as well,” the letter says. “We ask both Roark and [DBHI], is this how public minority investors should expect to be treated by Roark-controlled entities in the future?”
Investor Concerns
ADW claims that other DBHI investors are “similarly exasperated.”
“We are ready to engage meaningfully with [DBHI’s board] and we are confident in our ability, together with our advisors, to complete due diligence, negotiate, enter into and close an acquisition of the DBHI quickly and efficiently,” the letter says.
The letter adds that ADW has met with financial advisors and possible financing sources and is “highly confident” they will have the proper financing to close the deal.
The letter asks DBHI to meet with ADW by May 15.
“If [DBHI] refuses to engage with us in good faith, we reserve all rights, including taking our proposal directly to shareholders and pursuing any available legal remedies to ensure [DBHI’s] shareholders can realize the true value of their investment,” the letter concludes.
SEC Updates
Meanwhile, DBHI filed a Form SC 13G with the Securities and Exchange Commission (SEC) on May 6, indicating that investor Fidelity Management & Research had made a significant change in its stock ownership.
Fidelity now owns 5% of DBHI stock, according to the filing. It is unclear whether Fidelity reached the 5% mark by increasing its DBHI stake or by divesting.
DBHI informed the SEC on May 8 that it would file its first quarter 2026 financial results late. Though the form does not offer a new filing date for the first quarter, DBHI announced April 21 that it would submit its restated 2025 financial results by June 15.
