Fund 1 Investments Takes 2.2M Share Stake in BJ's Restaurants

TL;DR

**Fund 1 Investments just bought 2.2M shares of BJRI, watch for activist moves!**

AI Summary

Fund 1 Investments, LLC, a Delaware-organized entity, has filed an SC 13D, indicating they now beneficially own 2,202,476 shares of BJ's Restaurants, Inc. common stock, representing a significant stake. This filing, dated January 18, 2024, signals that Fund 1 Investments has acquired more than 5% of the company's shares and intends to potentially influence management or corporate strategy. For existing or potential shareholders, this matters because a large institutional investor taking such a position often suggests they see undervalued potential or may push for changes that could impact the stock's performance.

Why It Matters

A new activist investor, Fund 1 Investments, has acquired a substantial stake in BJ's Restaurants, potentially signaling future strategic changes or a push for increased shareholder value.

Risk Assessment

Risk Level: medium — While a large investor can be a positive catalyst, activist involvement can also lead to volatility and uncertainty regarding the company's future direction.

Analyst Insight

A smart investor would monitor BJRI closely for any further communications from Fund 1 Investments, LLC or BJ's Restaurants, Inc. regarding potential strategic changes, as this could signal a catalyst for the stock. Consider the implications of activist involvement on the company's long-term strategy and valuation.

Key Numbers

• 2,202,476 — Shares Beneficially Owned (This is the total number of common stock shares of BJ's Restaurants, Inc. that Fund 1 Investments, LLC now controls, indicating a significant ownership stake.)
• January 18, 2024 — Date of Event (This is the date that triggered the requirement for Fund 1 Investments, LLC to file this Schedule 13D, marking the point at which their ownership crossed the reporting threshold.)

Key Players & Entities

• Fund 1 Investments, LLC (company) — the reporting person and beneficial owner
• BJ's Restaurants, Inc. (company) — the subject company (issuer)
• Christopher P. Davis (person) — person authorized to receive notices for Fund 1 Investments
• 2,202,476 (dollar_amount) — number of shares beneficially owned by Fund 1 Investments

Forward-Looking Statements

• Fund 1 Investments, LLC will engage with BJ's Restaurants, Inc. management to discuss strategic alternatives. (BJ's Restaurants, Inc.) — medium confidence, target: Q2 2024
• The stock price of BJ's Restaurants, Inc. (BJRI) will experience increased volatility due to activist investor interest. (BJ's Restaurants, Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $35,737,250.99 — Person, as reported in Item 5(a,b) was $35,737,250.99 (excluding $10,911,462.82 notional valu
• $10,911,462.82 — em 5(a,b) was $35,737,250.99 (excluding $10,911,462.82 notional value of the Cash-Settled Swap
• $30.8824 — ptions 11/20/2023 BUY Common Stock $30.8824 12,500 11/21/2023 BUY Common Stock
• $30.7169 — 12,500 11/21/2023 BUY Common Stock $30.7169 43,197 11/22/2023 BUY Common Stock
• $30.8837 — 43,197 11/22/2023 BUY Common Stock $30.8837 42,000 11/24/2023 BUY Common Stock
• $30.8333 — 42,000 11/24/2023 BUY Common Stock $30.8333 17,500 11/27/2023 BUY Common Stock
• $30.3861 — 17,500 11/27/2023 BUY Common Stock $30.3861 30,600 11/28/2023 BUY Common Stock
• $30.0302 — 30,600 11/28/2023 BUY Common Stock $30.0302 18,900 11/29/2023 BUY Common Stock
• $30.5316 — 18,900 11/29/2023 BUY Common Stock $30.5316 25,000 11/30/2023 BUY Common Stock
• $30.2176 — 25,000 11/30/2023 BUY Common Stock $30.2176 18,653 11/30/2023 BUY Common Stock
• $30.2090 — 18,653 11/30/2023 BUY Common Stock $30.2090 20,000 11/30/2023 SELL Common Stock
• $30.1400 — 20,000 11/30/2023 SELL Common Stock $30.1400 (35,000) 12/01/2023 BUY Common Stoc
• $30.6739 — 35,000) 12/01/2023 BUY Common Stock $30.6739 3,000 12/04/2023 BUY Common Stock
• $31.3000 — 3,000 12/04/2023 BUY Common Stock $31.3000 6,000 12/05/2023 BUY Common Stock
• $31.1361 — 6,000 12/05/2023 BUY Common Stock $31.1361 3,000 12/07/2023 BUY Common Stock

Filing Documents

• bjsr13d-011824.htm (SC 13D) — 71KB
• 0001013594-24-000055.txt ( ) — 73KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D (the "Schedule 13D") is being filed with respect to the Common Stock (the "Shares") of BJ's Restaurants, Inc., a corporation organized under the laws of the State of California (the "Issuer") with its principal executive offices at 7755 Center Avenue, Suite 300, Huntington Beach, California 92647.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed on behalf of Fund 1 Investments, LLC (the "Reporting Person"). The securities reported herein are held for the benefit of private investment vehicles (the "Funds") for which Pleasant Lake Partners LLC serves as investment adviser (the "Investment Adviser"). The Reporting Person serves as managing member of the Investment Adviser. Jonathan Lennon serves as managing member of the Reporting Person. Each of the Reporting Person, the Investment Adviser and Mr. Lennon disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for any purpose. (b) The business address of the Reporting Person is 100 Carr 115 Unit 1900, Rincon, Puerto Rico 00677. (c) See Item 2(a). (d, e) During the past five years, the Reporting Person has not been convicted in a criminal proceeding, or been a party to a civil proceeding, required to be disclosed pursuant to Items 2(d) or (e) of Schedule 13D. (f) Delaware.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used by the Reporting Person to make all purchases of Shares beneficially owned by the Reporting Person, as reported in Item 5(a,b) was $35,737,250.99 (excluding $10,911,462.82 notional value of the Cash-Settled Swap (as defined in Item 6, below)). The source of funds for purchases of Shares by the Reporting Person is the working capital of the Funds.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Person acquired the securities of the Issuer based on the Reporting Person's belief that such securities, when purchased, were trading below the Reporting Person's estimate of fair value and represented an attractive investment opportunity. The Reporting Person believes that there are both operational and strategic opportunities to maximize stockholder value at the Issuer and may choose to engage in discussions with the Issuer's management and Board of Directors (the "Board"), or others (including other stockholders), regarding matters related to the Issuer. The Reporting Person, after its most recent conversations with management and subsequent diligence, is unconvinced that a standalone strategy would produce the best results for stockholders generally. The Reporting Person also believes that operational challenges, such as bringing the cost structure of the Issuer more in line with its casual dining peers, have been inadequately addressed despite years of investor attention. As such, it believes that now is an opportune time to explore strategic alternatives, and that the Issuer would be attractive and highly accretive to multiple viable buyers if the process were well managed. The Reporting Person has, as a result, determined to file this Schedule 13D, in part to encourage the Board to pursue such opportunities diligently. The Reporting Person may consider, explore and/or develop plans and/or make proposals with respect to, among other things, the Issuer's operations, Board structure and composition, capital structure, capital allocation policy, and potential business combinations or strategic transactions involving the Issuer, including transactions in which the Reporting Person may seek to participate and potentially engage in (including with other third parties). The Reporting Person may communicate with the Issuer's management and Board, or others (including other stockholders), regarding a broad range of matte

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of Shares reported owned by the Reporting Person is based upon 23,236,999 Shares outstanding as of November 3, 2023, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2023. As of the close of business on the date hereof, the Reporting Person beneficially owned 2,202,476 Shares (including 900,000 Shares issuable upon the exercise of options which are exercisable within 60 days, constituting approximately 9.5% of all of the outstanding Shares). (b) The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 2,202,476 Shares held by the Funds. (c) During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares except as set forth on Schedule 1 hereto. (d) Pleasant Lake Onshore Feeder Fund, LP has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities. (e) Not Applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In addition to the Shares referenced above, as of the date hereof, the Reporting Person has entered into a cash-settled swap (the "Cash-Settled Swap") with an unaffiliated third-party financial institution that references 328,832 Shares (representing economic exposure comparable to approximately 1.4% of the outstanding Shares). The Cash-Settled Swap can only be settled in cash and does not permit settlement in the form of Shares. The Cash-Settled Swap does not give the Reporting Person, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Shares referenced by the Cash-Settled Swap, nor does it require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Dated: January 18 , 2024 FUND 1 INVESTMENT, LLC By: /s/ Benjamin C. Cable Benjamin C. Cable Chief Operating Officer SCHEDULE 1 Transactions in the Common Stock of the Issuer by Reporting Person During the Past 60 Days: Date Buy/Sell Security Approximate Price Per Share or Option, as Applicable 1 Number of Shares Bought/(Sold) or Underlying Options 11/20/2023 BUY Common Stock $30.8824 12,500 11/21/2023 BUY Common Stock $30.7169 43,197 11/22/2023 BUY Common Stock $30.8837 42,000 11/24/2023 BUY Common Stock $30.8333 17,500 11/27/2023 BUY Common Stock $30.3861 30,600 11/28/2023 BUY Common Stock $30.0302 18,900 11/29/2023 BUY Common Stock $30.5316 25,000 11/30/2023 BUY Common Stock $30.2176 18,653 11/30/2023 BUY Common Stock $30.2090 20,000 11/30/2023 SELL Common Stock $30.1400 (35,000) 12/01/2023 BUY Common Stock $30.6739 3,000 12/04/2023 BUY Common Stock $31.3000 6,000 12/05/2023 BUY Common Stock $31.1361 3,000 12/07/2023 BUY Common Stock $32.6747 7,500 12/07/2023 BUY Common Stock $32.5000 500 12/07/2023 SELL Common Stock $32.9500 (37,000) 12/08/2023 BUY Common Stock $32.8200 1,000 12/11/2023 BUY Common Stock $32.1632 3,500 12/12/2023 BUY Common Stock $31.7474 25,000 12/29/2023 BUY Common Stock $36.8256 3,000 12/29/2023 SELL Common Stock $36.5400 (1,000) 12/29/2023 SELL Common Stock $36.2987 (3,860) 01/02/2024 BUY Common Stock $35.6473 5,500 01/02/2024 SELL Common Stock $35.1100 (500,000) 01/03/2024 BUY Common Stock $33.2533 41,100 01/04/2024 BUY Common Stock $32.6692 8,500 01/05/2024 BUY Common Stock $32.4747 17,960 01/08/2024 BUY Common Stock $33.1036 4,000 01/0

View Full Filing

View this SC 13D filing on SEC EDGAR