RCI Acquires 821,000 Shares from ADW Capital Partners, L.P.

Houston, Nov 24 — RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced the acquisition of all the shares of RCI stock owned by ADW Capital Partners, L.P.

The 821,000 shares were acquired for $30.0 million or $36.54 each for $8.0 million in cash and $22.0 million in two-year seller financing at 12%. The transaction closed today.

The Company said the transaction:

Reduces its share count by about 9.5% to approximately 7,850,000 shares outstanding,
Expedites its Back to Basics 5-Year Capital Allocation Plan to reduce shares to 7.5 million by fiscal year 2030, and
Is accretive from day one to free cash flow per share based on static free cash flow for the trailing 12 months.
Eric Langan, President and CEO of RCI, said: “While the price per share is above the current market, we believe our shares are significantly undervalued. As such, this agreement represents a rare opportunity to significantly reduce shares on an accretive free cash flow per share basis and meets a key goal of our Capital Allocation Plan in a single transaction.”

The transaction was approved by RCI’s board of directors after receiving a fairness opinion from a third party business advisory firm that the purchase price was fair from a financial point of view to shareholders.

About RCI Hospitality Holdings, Inc. (Nasdaq: RICK) (X: @RCIHHinc)

With more than 60 locations, RCI Hospitality Holdings, Inc., through its subsidiaries, is the country’s leading company in adult nightclubs and sports bars/restaurants.