By Dan Primack
January 26, 2011

Hooters of America yesterday announced that it had agreed to be acquired by Chanticleer Holdings LLC (CCLR), a North Carolina-based business development company.

But here’s the thing: I’m told that the beer, boob and wing chain was sold for more than $200 million. Chanticleer, on the other hand, has a market cap south of $7 million.

So how exactly does this work?

peHUB is reporting that two private equity firms are helping to finance the deal: Miami-based H.I.G. Capital and Connecticut-based KarpReilly. No additional information was reported, but a source says that the H.I.G. piece is being done out of New York by the firm’s Bayside Capital affiliate.

I’ve left messages with both Bayside and KarpReilly, but neither has been available yet for comment.

What will be particularly interesting to learn is how H.I.G. and KarpReilly got involved on this deal in the first place.

Hooters of America went on the block nearly a year ago, following the death of CEO Robert Brooks (and a protracted battle over his estate). The process was complicated by the fact that another company also has certain rights to the Hooters brand (the Hooters hotel in Las Vegas, for example, is not part of Hooters of America), but private equity firm Wellspring Capital Partners came to an agreement late last year to buy the company for an undisclosed amount. It even had lined up leveraged debt financing.

Chanticleer, however, managed to trump Wellspring by exercising a right of first refusal originally granted as part of a $5 million loan made to Hooters of America back in 2006. Wellspring must have known about the ROFT, but perhaps didn’t figure that Chanticleer could come up with enough cash (Chanticleer would have been required to match Wellspring’s bid).

Wellspring has repeatedly declined comment on the Hooters situation, but reportedly has filed sued the Brooks estate for breach of contract in a Delaware court (the suit is not yet available via Delaware’s online records system).

North Point Advisors was financial advisor to Hooters of America on the deal, while McColl Partners advised the Brooks estate.

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