8-K
Shake Shack Inc. (SHAK)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 1, 2021
Date
of Report (Date of earliest event reported)
SHAKE
SHACK INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36823 | 47-1941186 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 225 Varick Street, Suite 301<br><br> <br>NewYork, New York | 10014 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(646)
747-7200
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> 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 Exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | SHAK | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item1.01 Entry into a Material Definitive Agreement
On March 1, 2021, Shake Shack Inc. (the “Company”) issued a press release announcing that the Company intends to offer, subject to market conditions and other factors, $225 million aggregate principal amount of the Company’s convertible senior notes due 2028 (the “Notes”) in a private offering exempt from registration under the Securities Act of 1933, as amended.
In order to permit the incurrence of the Notes, on March 1, 2021, SSE Holdings, LLC (the “Borrower”), a subsidiary of the Company, and certain of the Borrower’s subsidiaries as guarantors thereunder, entered an amendment (the “Second Amendment”) to its revolving credit facility (the “Revolving Credit Facility”) under the credit agreement, dated as of August 2, 2019 (as amended from time to time, the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Second Amendment modifies the applicable covenants and restrictions in the Credit Agreement to permit the incurrence of the Notes, including obligations and transactions in connection therewith. In addition, the Second Amendment, among other things, (i) extends the period applicable to the increased interest rate margin as set forth in the first amendment to the Credit Agreement; (ii) shortens the maturity date of the Revolving Credit Facility from August 2024 to September 2022 and (iii) adds mechanics relating to the transition from the use of LIBOR to SOFR upon the discontinuance or unavailability of LIBOR. The Company has no outstanding indebtedness under the Revolving Credit Facility.
The foregoing summary of the Second Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 25, 2021.
Item8.01 Other Events.
A copy of the press release issued in connection with the offering of the Notes is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press<br> Release, dated March 1, 2021 |
| 104 | Cover<br> Page Interactive Data File |
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.
| Shake Shack Inc. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/<br> Ron Palmese | |
| Ron<br> Palmese | ||
| Date: March<br> 1, 2021 | Senior Vice<br> President and General Counsel |
Exhibit 99.1
ShakeShack Announces Proposed Private Placement of $225 Million of Convertible Senior Notes
NEWYORK – March 1, 2021 – Shake Shack Inc. (“Shake Shack”) (NYSE: SHAK) today announced that it intends to offer, subject to market conditions and other factors, $225 million aggregate principal amount of Convertible Senior Notes due 2028 (the “notes”) in a private placement (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Shake Shack also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25 million aggregate principal amount of notes.
The notes will be general unsecured obligations of Shake Shack and will accrue interest payable semiannually in arrears. Upon conversion, Shake Shack will pay cash or deliver, as the case may be, cash, shares of Shake Shack’s Class A common stock or a combination of cash and shares of Shake Shack’s Class A common stock, at its election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.
Shake Shack expects to use the net proceeds from the offering to support its growth and development plans. Investments may include, but not be limited to, the opening of new Shacks, Shack format evolution, such as drive-thru, Shack Track, the digital guest experience and continued investment in talent. Other uses of proceeds include working capital and general corporate purposes.
The notes and any shares of Shake Shack’s Class A common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Media:
Kristyn Clark, Shake Shack
(646) 747-8776
kclark@shakeshack.com
InvestorRelations:
Melissa Calandruccio, ICR
Michelle Michalski, ICR
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com
Forward-LookingStatements
This press release contains “forward-looking” statements that involve risks and uncertainties, including statements concerning the proposed terms of the notes, the completion, timing and size of the proposed offering of the notes and the anticipated use of proceeds from the offering. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Shake Shack’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in Shake Shack’s Securities and Exchange Commission (“SEC”) filings and reports, including its Annual Report on Form 10-K for the fiscal year ended December 30, 2020 and other filings that Shake Shack makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Shake Shack undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.