Set your TiVos for this one

A dandy takeover skirmish has slipped past almost unnoticed, despite the eleventh-hour victory of a restaurant veteran whose last turn in the spotlight still has observers telling war stories. They paint Bill Foley as a wheeler-dealer with the guile of a car salesman and the won’t-take-no tenacity of an insurance peddler.

Indeed, insurance was how Foley made his first fortune. Then he used the money and a sixth sense for opportunity to become the controlling investor in the parent of Carl’s Jr.—after he was brought in to keep the brand from being wrested away from its iconic founder, Carl Karcher. Karcher kept his job as the brand’s front man but lost financial control to Foley. Yet by all outward appearances, Karcher appeared grateful, not resentful.

Now Foley’s American Blue Ribbon Holdings has emerged as the winning bidder for Max & Erma’s, the Midwestern string of bar-and-grills that slipped into bankruptcy late last year. Blue Ribbon and its investment partners aren’t expected to close on the roughly $28 million purchase until Tuesday, but Foley is already sketching out his plans for the casual chain.

“We’re not in there to do anything crazy,” he told Business First of Columbus, a newspaper serving Max & Erma’s hometown. But Foley indicated that up to 10 of the chain’s 77-or-so restaurants will be shut to stem the chain’s bleeding before it starts growing again.

It’s hardly standard for a restaurant buyer to announce closings before the staffs of the doomed restaurants have been given the bitter news. At the very least, the places usually know their plug will be pulled. Otherwise employees will worry their units are in the crosshairs.

He also disclosed that Max & Erma’s will likely start selling pies from his two other sizeable restaurant chains, Village Inn and Bakers Square.

Foley, an attorney by training, definitely follows his own playbook. Some questioned his reasoning when a company he controls bought Village and Bakers, two of the earliest casualties of the economic downturn. The family dining greybeards hadn’t exactly kicked up their heels for ages. Why would Foley bother to turn around two stalwarts of a segment that’s been shrinking for eons? No one else seemed to want it.

Max & Erma’s, on the other hand, could’ve been a rock star fending off groupies. Two other suitors had declared they’d bagged the brand before Blue Ribbon slipped in with the actual winning bid.

Among them was a consortium that included investors in the Red Mango and Furr’s chains.That shopper, Dallas-based Concept Development Partners, had been identified as the buyer of Max & Erma’s as early as mid-July. But its reported bid of $26.4 million was topped, apparently afterward and with no fanfare, by Foley’s group.

Max & Erma’s, then operating or holding the franchise rights to 107 stores, was sold for about $10.2 million to Pittsburgh restaurateur Gary Reinert in early 2008. It was under his tutelage that the company filed for bankruptcy.

Reinert generated recent headlines by asserting he and Cantor Fitzgerald, the New York financial giant, were teaming up to buy Max & Erma’s for $32 million. But Nation’s Restaurant News reported the offer was never actually tendered to the bankruptcy court.

Reinert had apparently opened his mouth but not his checkbook.

‘You’re selling? Then we’re suing.'

Lawyers specializing in shareholder litigation must spend their days crouched like sprinters, the necessary court papers in hand.

Hours after the pending sale of the Rubio’s fish taco chain was announced, lawsuits alleging a breach of fiduciary responsibility by the seller had already been filed. Emergency-room doctors don't work that fast.

Suits accusing current owners for selling too low have now become as commonplace as the need to hire an army of lawyers to steer a deal through to its consummation. All those counselors involved for both parties, and there’s still room for their brethren of the bar to lodge a court challenge?

Sounds as if something’s not right there.

Who is that masked bidder?

You have to wonder why the second company to tender a bid for Carl’s Jr. and Hardee’s is hell-bent on masking its identity. Suitor No. 1, after all, is all but hiring skywriters to tout its interest: “Thomas H. Lee wants to do burgers!”

So why the secrecy for would-be buyer No. 2? After thinking about it at length today, I’m convinced there are three possible answers:

1) The bidder is actually Bruce Wayne, who's thinking of the possible movie tie-ins. It’s always dicey when you live over a secret cave and have an alternate crime-fighting ego in the age of YouTube. Besides, Alfred’s not getting any younger, and he could spill the beans about the capes and all those nifty toys if reporters come a-calling.

2) The would-be buyer doesn’t want to drive up the price of CKE Restaurants, the chains' parent, by sparking a bidding war. That, in turn, could be the case if the acquisition is a strategic one. If the addition of those brands makes terrific sense for the suitor, the market might bet the second party would be willing to sweeten its offer.

So what companies fit that fit that bill?

How about Yum Brands? Burgers are a gaping hole in its franchise portfolio, and both Carl’s and Hardee’s have geographic room to grow.

Or how about an East Coast brand that could suddenly have a big presence in the West and Central West? That description could apply to a few brands, including Chick-fil-A. Then again, that’s not the type of operation to do something rash. But it would have the wherewithal.

3) This cloaked suitor doesn’t want to alarm its current employees, or possibly even its investors. It’d rather complete the deal before it needlessly worries key constituencies and creates a nightmare for itself.

But that sounds unlikely. So I’m putting my money on the likelihood that the challenger is a restaurant company who sees the two regional burger chains as good complements to its current holdings.

Then again, I had Kansas winning the NCAA championship.