C00884-2018

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)
Feb 13, 2018
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 1,085,534,067
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 to Increase Ownership of Smashburger to 85%
Background/Description of the Disclosure

Jollibee Foods Corporation (“JFC”), the largest Asian food service company, disclosed today that JFC, through its wholly-owned subsidiary Bee Good! Inc. (“BGI”), will purchase from Smashburger Master LLC (“Master”) an additional 45% of SJBF LLC, the parent company of the entities comprising the Smashburger® business. This will increase BGI’s ownership in SJBF LLC from current 40% to 85%. Master will retain the balance 15% ownership. The transaction, valued at USD 100 million is expected to be completed in one to two months, subject to government approvals in the United States and meeting certain closing conditions. JFC will pay Master through BGI in cash.
Date of Approval by Board of Directors Feb 13, 2018
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable United States Federal Trade Commission and Department of Justice
Date of Approval by Relevant Regulatory Agency TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

With this acquisition of more shares, JFC will have a more significant business in the United States. The US will increase its contribution to our worldwide system wide sales from 5% to 15%. JFC will be able to participate in the very large mainstream American consumer market in addition to serving Filipino-Americans there. JFC believes that it will be able to profitably provide the mainstream American consumer with superior tasting products with excellent services at very good value for money as it has demonstrated in the Philippines, China, Vietnam, Singapore, Hong Kong, Brunei and the Middle East. The proportion of JFC’s foreign business to worldwide system wide sales will increase from present 20% to 30%. JFC will eventually achieve its goal of 50/50 revenue split between the Philippines and foreign businesses even as its Philippine business continues to expand strongly since its foreign business is growing even faster.

The consolidation of Smashburger into JFC will increase its worldwide store network by 365 stores or +9.6% to 4,162. This will also expand JFC’s geographical presence from 16 countries to 21 adding Costa Rica, Egypt, El Salvador, United Kingdom (England and Scotland), and Panama.

The consolidation of Smashburger into JFC will increase JFC’s store network in the US by 5-fold, from 83 to 417 and will expand its presence to 39 states in the US from current 10 states. It will also increase JFC’s store network in Canada, from 2 to 8.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The transaction, valued at USD 100 million is expected to be completed in one to two months, subject to government approvals in the United States and meeting certain closing conditions.
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)

JFC will pay Master through BGI in cash.
Basis upon which the amount of consideration or value of the transaction was determined

The purchase price of the transaction is based on a negotiated price between the parties.
The number of shares to be acquired Number of membership units to be acquired: 45 Class A Units representing 45% of the outstanding equity of SJBF.
Ratio/percentage to total outstanding capital stock 45
Terms of payment

The purchase price shall be paid in cash at closing.
Conditions precedent to closing of the transaction, if any

The transaction is expected to be completed in one to two months, subject to government approvals in the United States and meeting certain closing conditions.
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 365 Smashburger restaurants worldwide in 39 states in the US and in 10 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 85 85
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 60 60
Board of Directors
Name (Regular or Independent)
Richard E. Schaden Regular
Richard F. Schaden Regular
Andrew R. Lee Regular
Brooks Schaden Regular
Tony Tan Caktiong Regular
Ysmael V. Baysa Regular
Don Alexander C. Lim Regular
Principal Officers
Name Position/Designation
Thomas C. Ryan Chief Executive Officer
Carl Bachmann Chief Operating Officer and Executive Vice President of Operations
Bradford Reynolds Chief Financial Officer and Senior Vice President - Franchise Strategy
Effect(s)/impact on the business, financial condition and operations of the Issuer

With this acquisition of more shares, JFC will have a more significant business in the United States. The US will increase its contribution to our worldwide system wide sales from 5% to 15%. JFC will be able to participate in the very large mainstream American consumer market in addition to serving Filipino-Americans there. JFC believes that it will be able to profitably provide the mainstream American consumer with superior tasting products with excellent services at very good value for money as it has demonstrated in the Philippines, China, Vietnam, Singapore, Hong Kong, Brunei and the Middle East. The proportion of JFC’s foreign business to worldwide system wide sales will increase from present 20% to 30%. JFC will eventually achieve its goal of 50/50 revenue split between the Philippines and foreign businesses even as its Philippine business continues to expand strongly since its foreign business is growing even faster.

The consolidation of Smashburger into JFC will increase its worldwide store network by 365 stores or +9.6% to 4,162. This will also expand JFC’s geographical presence from 16 countries to 21 adding Costa Rica, Egypt, El Salvador, United Kingdom (England and Scotland), and Panama.

The consolidation of Smashburger into JFC will increase JFC’s store network in the US by 5-fold, from 83 to 417 and will expand its presence to 39 states in the US from current 10 states. It will also increase JFC’s store network in Canada, from 2 to 8.
Other Relevant Information

JFC's (consolidated) stockholders' equity as of December 2017 is Php (in thousands) Php42,555,327.

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