C01432-2017

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Mar 14, 2017
2. SEC Identification Number
77487
3. BIR Tax Identification No.
00-388-771
4. Exact name of issuer as specified in its charter
JOLLIBEE FOODS CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10/F Jollibee Plaza Building, 10 F. Ortigas Jr. Avenue Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(632) 634-1111
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 1,076,583,542
Treasury 16,447,340
11. Indicate the item numbers reported herein
-

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Jollibee Foods CorporationJFC

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

JFC Increases First Purchase Option in Smashburger from 35% to 45%
Background/Description of the Disclosure

Further to its October 13, 2015, October 27, 2015 and January 13, 2016 disclosures, Jollibee Foods Corporation (“JFC”) disclosed today that JFC’s wholly owned subsidiary, Bee Good! Inc. (“BGI”) and Smashburger Master LLC (“Master”) have amended their agreement, to enable BGI to purchase from Master more shares in SJBF LLC (the parent company of the Smashburger business) between the years 2018 to 2021. Under the original agreement, BGI was entitled to purchase from Master an additional 35% of SJBF LLC between the years 2018 and 2021, and to acquire the balance of 25% between 2019 at the earliest and 2026 at the latest. With the amendment, BGI shall be entitled to purchase from Master an additional 45% of SJBF LLC between the years 2018 and 2021 and acquire the balance of 15% between the years 2019 at the earliest and 2026 at the latest.

On October 13, 2015, JFC disclosed that BGI entered into an agreement with Master to acquire 40% of Smashburger ®. On October 27, 2015, JFC disclosed the completion of said acquisition. On January 13, 2016, JFC disclosed the final purchase price for the acquisition.
Date of Approval by Board of Directors Mar 14, 2017
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Smashburger is one of the fastest growing restaurant brands in the US. This acquisition will make JFC’s presence in the US more significant, going beyond the Filipino market and serving mainstream consumers in the USD 100 billion burger market, a food segment which is estimated to be almost three times larger than the pizza, sandwich or coffee segment in terms of sales. This acquisition will make the US one of JFC’s most important markets and drivers of long term growth along with the Philippines, China and the Filipino markets abroad.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The amount paid by BGI for its 40% stake is USD 99,473,918, subject to post-closing adjustment based on a pre-agreed mechanism with Master.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Bee Good! Inc. (“BGI”) Holding company Wholly-owned subsidiary of Jollibee Worldwide Pte Ltd (a Singapore company that is a wholly-owned subsidiary of Jollibee Foods Corporation)
Smashburger Master LLC (“Master”) Holding Company None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

At closing, BGI acquired membership interests (“Units”) in SJBF representing 40% of the outstanding membership interests of SJBF for USD 99,473,918.
Note: SJBF LLC is a Delaware limited liability company. A limited liability company (an “LLC”) has a different form of capital structure than a corporation. The equity interests of an LLC are referred to as “membership interests” and in the case of SJBF, “Class A Units” are equivalent to Common Stock.
Basis upon which the amount of consideration or value of the transaction was determined

The purchase price for BGI’s 40% share in Smashburger is based on a USD 335 million enterprise value and a USD 248 million equity value.
The number of shares to be acquired Number of membership units to be acquired: 40 Class A Units representing 40% of the outstanding equity of SJBF.
Ratio/percentage to total outstanding capital stock 40
Terms of payment

The purchase price in the amount of USD 99,473,918 was paid in cash at closing. Jollibee Foods Corporation has funded the acquisition of its 40% stake in Smashburger with its cash reserves and with a 10-year loan from Metropolitan Bank and Trust Company.
Conditions precedent to closing of the transaction, if any

The transaction has closed.
Description of the company subject of the transaction
Nature and business

SJBF is engaged in the business of owning, operating and franchising restaurants operating under the trade name Smashburger.
Discussion of major projects and investments

With headquarters in Denver, Colorado, there are 339 Smashburger restaurants worldwide in 35 states in the US and in 7 foreign markets.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Smashburger Holdings LLC 100
Smashburger Finance LLC 100
Smashburger Management LLC 100
Smashburger Servicing LLC 100
Smashburger Gift Card LLC 100
Smashburger IP Holder LLC (“IPH”) 100
Icon Burger Acquisition LLC 100
Smashburger Franchising LLC (“Franchising”) 100
Smashburger Purchasing Company LLC 100
Smashburger Canada Master Inc. 100
Smashburger Mobile 1 LLC 100
Smashburger Development Services LLC 100
Smashburger AFT Inc. 100
Smashburger Acquisition – HOU LLC 100
Smashburger Acquisition – SLC LLC 100
Smashburger Acquisition – Idaho LLC 100
Smashburger Acquisition – C Springs LLC 100
Smashburger Acquisition – Oklahoma LLC 100
Smashburger Acquisition – Denver LLC 100
Smashburger Acquisition – Chicago LLC 100
Smashburger Acquisition – SFL, LLC 100
Smashburger Acquisition– SO Cal LLC 100
Smashburger Acquisition–Kansas LLC 100
Smashburger Acquisition – San Antonio LLC 100
Smashburger Acquisition – Omaha LLC 100
Smashburger Acquisition–DC LLC 100
Smashburger Acquisition – Dallas LLC 100
Smashburger Acquisition – Las Vegas LLC 100
Smashburger Acquisition – San Francisco LLC 100
Smashburger Acquisition – Maryland LLC 100
Smashburger Acquisition – Peoria LLC 100
Smashburger Acquisition – New Jersey LLC 100
Smashburger Acquisition – Phoenix LLC 100
Smashburger Acquisition – San Diego LLC 100
Smashburger Acquisition – Albuquerque LLC 100
Smashburger Acquisition – Columbus LLC 100
Smashburger Acquisition – Boulder LLC 100
Smashburger Acquisition – Minneapolis LLC 100
Smashburger Acquisition – Sacramento LLC 100
Smashburger Acquisition – Westchester LLC 100
Icon Burger Acquisition 2006–3 LLC 100
Icon Burger Acquisition 2007–1 LLC 100
Smashburger Acquisition 2008–1 LLC 100
Smashburger Acquisition 2008–2 LLC 100
Smashburger Acquisition 2008–3 LLC 100
Smashburger Acquisition 2008–8 LLC 100
Smashburger Acquisition 2008–10 LLC 100
Smashburger Marketing Fund Trust 100
Smashburger JB/JV LLC 82.7
Smashburger MSP/JV LLC 76.1
Smashburger Walnut Creek/JV LLC 76.2
Smashburger Westchester JV LLC 51

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Class A units. Note: "Class A units" are equivalent to Common Sock 100 100
Subscribed Shares
Type of Security Amount Number of Shares
Class A Units 40 40
Paid-Up Capital
Amount Not applicable to a limited liability company
Number of Shares -
Issued Shares
Type of Security Amount Number of Shares
Class A units 100 100
Outstanding Shares
Type of Security Amount Number of Shares
Class A Units 100 100
Par Value
Type of Security Amount
Class A Units Not applicable
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Smashburger Master LLC 100 100
Board of Directors
Name (Regular or Independent)
SJBF does not have a Board of Directors or a Board of Managers prior to closing. SJBF was managed by its sole equity owner, Master. Not applicable
Principal Officers
Name Position/Designation
SJBF does not have officers prior to closing. Key officers of the business disclosed instead. Not applicable
Key officer of Smashburger: Rick Schaden Chairman
Key officer of Smashburger: Scott Crane CEO
Effect(s)/impact on the business, financial condition and operations of the Issuer

This acquisition will make JFC’s presence in the US more significant, going beyond the Filipino market and serving the mainstream consumers in the USD 100 billion US burger market, a food segment which is estimated to be almost three times larger than the pizza, sandwich or coffee segment in terms of sales. This acquisition will make the US one of JFC’s most important markets and drivers of long term growth along with the Philippines, China and the Filipino markets abroad.

Smashburger estimates system wide sales of approximately USD 339 million in 2015, an amount equivalent to 12% of JFC’s estimated worldwide system wide sales for the same year. Smashburger’s system wide sales have been growing at an annual rate of approximately 30% between 2011 and 2015 while its store network has been increasing annually by approximately 20%.

BGI has a mechanism in the agreement with Master to purchase up to an additional 35% of Smashburger between 2018 and 2021 and the balance of 25% between 2019 at the earliest and 2026 at the latest. The purchase price for the remaining 60% will be based on the achievement of certain financial performance targets agreed between BGI and Master.
Other Relevant Information

Please see attachment.
Filed on behalf by:
Name VALERIE AMANTE
Designation VICE-PRESIDENT