The deal, completed for an undisclosed sum, means Adventure founders Thomas Kidd and Tobias Jackson will continue to work within the business as Nightcap pushes its growth from nine sites up to 40 in cities nationwide.
Of Adventure Bar's sites across the capital, all but two (Jimi Loves Gloria in Soho and the Lost Alhambra in Leicester Square) will not form part of the transaction.
Nightcap was founded by ex-Dragon’s Den investor Sarah Willingham and Michael Toxvaerd and bought London Cocktail Club’s bar portfolio in January 2021, which coincided with the hospitality group’s listing on AIM market.
The acquisition of Adventure Bar comprises an initial consideration of £1m payable in new Nightcap shares on completion and up to £1.5m of deferred consideration, payable in new Nightcap shares, dependent on the financial performance of Adventure Bar post-acquisition.
Nightcap will also take on Adventure Bar’s bank debt of £4.3m, where a minimum of £1.3m will be paid off upon completion.
It is also seeking to raise in the region of £4m through the placing of new shares with investors to fund the roll out of the Tonight Josephine, Bar Elba and Luna Springs brands, in a bid to expand Adventure Bar up to 40 sites nationwide.
Very special business
Adventure Bar Group's current sites:
Tonight Josephine, Waterloo, central London
Tonight Josephine, Shoreditch, east London
Tonight Josephine, Birmingham, West Midlands (to open in May)
Bar Elba, Waterloo, central London
The Escapologist, Covent Garden, west London
Blame Gloria, Covent Garden, west London
Nikki's Bar, Shoreditch, east London
Adventure Bar, Clapham High Street, south London
Adventure Bar, Clapham Junction, south London
Luna Springs, Digbeth, Birmingham, West Midlands
Jimi Loves Glora, Soho, west London
The Lost Alhambra, Leicester Square, west London
Nightcap CEO Sarah Willingham said: “We are thrilled to have secured our second acquisition and to have the opportunity to back such an exciting business and two very talented operators in Tom and Toby.
“They have built a great company and team, and have a very special business, and we are excited to be working with them.
“We look forward to supporting them as they continue to grow during a time where the opportunity to acquire first-class sites at attractive rates is unmatched by anything I have seen during my 25 years in hospitality.
“For Nightcap, this acquisition expands the opportunity to take on different types of properties, particularly with the Bar Elba and Luna Springs concepts trading as large outdoor venues, benefitting significantly when trade is restricted indoors and during the summer period.
“In addition, this acquisition will provide Nightcap with opportunities for purchasing synergies across the enlarged group and allow us to benefit from bringing new areas of excellence onboard, and I could not be more delighted to welcome Adventure Bar Group to the Nightcap family.”
Adventure Bar Group CEO Thomas Kidd said the business had been considering expansion options and the deal with Nightcap was ideal.
Growth funding options
Kidd added: “We are delighted to be working with Sarah, Michael, Toby (Rolph – Nightcap CFO) and the team at Nightcap.
“We have been looking at growth funding options for some time and this is the perfect outcome for us.
“The experience and knowledge of the senior Nightcap team will be a huge asset to the business as we look to scale and to share our brands like Tonight Josephine with more people around the UK.”
Willingham established Nightcap with Toxvaerd to help bar and late-night operators recapitalised balance sheets and access growth funding as the sector comes out of the pandemic.
She said: “Our mission and the reason for establishing Nightcap has not changed. We want to grow The London Cocktail Club and Adventure Bar Group, especially beyond London,
“Our immediate focus will be on supporting these business and helping them thrive. We will also look to find more great businesses with strong and motivated leadership teams, which we can help to release their growth potential.”