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DALLAS-Brinker International Inc. and San Francisco-based Golden Gate Capital have inked a $131.5-million purchase agreement for majority interest in Romano’s Macaroni Grill. Brinker is retaining a 19.9% stake in the 212-restaurant brand.

The all-cash deal is to close by year’s end. Under the terms of the pact, $6 million will be contributed to Mac Acquisition LLC.

In this morning’s press release about the agreement, Dallas-based Brinker’s executive team estimated the sale will increase its cash tax benefit will generate a free cash-flow yield or 9% to 10% in fiscal year 2009. A one-time impairment charge of $42 million to $47 million will be recorded for FY 2008.

The deal calls for Brinker to provide corporate support services for one year and a seat on the board of directors for a new oversight entity for the brand to emerge as a stand-alone operation. Brinker is on stand by with a one-year extension option for its support role.

“Golden Gate is well-known for partnering with corporations to help grow established consumer and retail brands,” Doug Brooks, Brinker’s chairman and CEO, says in the press release. Macaroni Grill has 193 corporate-owned locations in the US and 11 countries worldwide, with no openings marked on this year’s calendar.

The restaurant brand’s franchise network consists of 19 locations with four to six in the development pipeline. Brinker’s international company owns five Chili’s restaurants and one Macaroni Grill while franchise operators account for 13 of the non-US locations.

Brinker began shopping Macaroni Grill in first quarter 2008. In early August, the chain’s management team reported to shareholders and analysts that a buyer was in hand, but it didn’t disclose the identity until this morning. In its SEC filing, Brinker reported that $4.8 million has been earmarked for severance and other related expenses of the sale. The corporation’s next shareholders’ meeting is penciled for October.

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