Fat Brands, Inc 8-K, filed Jan 23, 2020
Fat Brands, Inc (FATAQ)
About this 8-K
Fat Brands, Inc filed this 8-K on January 23, 2020, reporting on events of January 22, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 22, 2020
Commission File No. 001-38250
FAT Brands Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-1302696 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 319-1850
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | FAT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[X] Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [X] No [ ]
Item 7.01. Regulation FD Disclosure.
On January 22, 2020, FAT Brands Inc. (the “Company”) issued a press release announcing its intent to refinance its existing term debt with a new “whole business securitization” financing facility. This press release is attached as Exhibit 99.1
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, offering circular, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAT Brands Inc. | |
| Date: January 22, 2020 | /s/ Andrew A. Wiederhorn |
| Andrew A. Wiederhorn | |
| Chief Executive Officer |
Exhibit 99.1
FAT BRANDS ANNOUNCES REFINANCING TRANSACTION
LOS ANGELES (January 22, 2020) – FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (together with its subsidiaries, “FAT Brands” or the “Company”) today announced its intention to refinance its existing term debt with a new “whole business securitization” financing facility.
| ● | The Company intends to refinance its existing $24 million term debt with a new $40 million securitized financing facility, expected to be comprised of $20 million of senior notes and $20 million of senior subordinated notes (collectively, the “Notes”). | |
| ● | The net proceeds from the sale of the Notes are expected to be used: |
| ○ | to repay all of the existing indebtedness and accrued interest under the term debt, | ||
| ○ | to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility, and | ||
| ○ | for potential acquisitions, working capital purposes, general corporate purposes, or the repayment of other indebtedness. |
The consummation of the offering is subject to market and other conditions and is anticipated to close in the first quarter of 2020. However, there can be no assurance that the Company will be able to successfully complete the refinancing transaction on the terms described or at all.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security. The Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
About FAT (Fresh. Authentic. Tasty.) Brands
FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual and casual dining restaurant concepts around the world. The Company currently owns eight restaurant brands: Fatburger, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Elevation Burger, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises over 380 units worldwide.
For more information, please visit www.fatbrands.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the timing and ability of the Company to successfully complete the offering of Notes and refinance its existing debt, and its ability to successfully deploy new capital for future acquisitions. Forward-looking statements are not assurances of future performance, but are instead based only on the Company’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements, including due to market conditions for the Notes, general economic conditions and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.
Investor Relations:
ICR
Alexis Tessier
IR-FATBrands@icrinc.com
203-682-8286
Media Relations:
JConnelly
Erin Mandzik
emandzik@jconnelly.com
862-246-9911
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