Current Report Filing (8-k)

DOMINO’S PIZZA, INC.

(Registrant)

Date: February 26, 2016

/s/ Jeffrey D. Lawrence

Jeffrey D. Lawrence

Chief Financial Officer

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) February 26, 2016

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)


001-32242		38-2511577
(Commission File Number)		(IRS Employer Identification No.)

30 Frank Lloyd Wright Drive Ann Arbor, Michigan		48105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	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))

Item 7.01. Regulation FD Disclosure.

The document attached hereto as Exhibit 99.1 is a copy of a report provided by Domino’s Pizza, Inc. (the “Company”) to holders of the Series 2012-1 5.216% Fixed Rate Senior Secured Notes, Class A-2, holders of the Series 2015-1 3.484% Fixed Rate Senior Secured Notes, Class A-2-I and holders of the Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II of Domino’s Pizza Master Issuer LLC, a subsidiary of the Company. The information in this Form 8-K and the Exhibit attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Domino’s Pizza Master Issuer LLC Quarterly Noteholders’ Statement for the fourth quarter of 2015.

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.

Exhibit 99.1

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


Quarterly Collection Period Starting:		September 7, 2015
Quarterly Collection Period Ending:		January 3, 2016
Quarterly Payment Date:		January 25, 2016

Debt Service Coverage Ratios and Senior ABS Leverage

Senior ABS Leverage

Quarterly DSCR

Current Period

5.28 x

3.08 x

One Period Prior

5.53 x

3.90 x

Two Periods Prior

3.83 x

4.02 x

Three Periods Prior

3.92 x

4.23 x

System Performance

Domestic

Franchise

Company-Owned

Total Domestic

Open Stores at end of prior Quarterly Collection Period

4,735

377

5,112

Store Openings during Quarterly Collection Period

Store Transfers during Quarterly Collection Period

—

Permanent Store Closures during Quarterly Collection Period

)

Net Change in Open Stores during Quarterly Collection Period

Open Stores at end of Quarterly Collection Period

4,816

384

5,200

International

Franchise

Company-Owned

Total International

Open Stores at end of prior Quarterly Collection Period

7,007

—

7,007

Store Openings during Quarterly Collection Period

348

—

348

Permanent Store Closures during Quarterly Collection Period

(25

)

—

(25

)

Net Change in Open Stores during Quarterly Collection Period

323

—

323

Open Stores at end of Quarterly Collection Period

7,330

—

7,330

Franchise

Company-Owned

International

Same-Store Sales Growth for Quarterly Collection Period

10.7

10.0

8.6

Potential Events

Material Concern

i. Potential Rapid Amortization Event

ii. Potential Manager Termination Event

Cash Trapping

Commenced

Date of Commencement

i. a. Partial Cash Trapping Period

N/A

b. Full Cash Trapping Period

N/A

ii. Series 2012-1 Cash Trapping Percentage during Quarterly Collection Period

N/A

iii Series 2012-1 Cash Trapping Percentage following current Quarterly Payment Date

N/A

iv. Series 2012-1 Cash Trapping Percentage during prior Quarterly Collection Period

N/A

v. Series 2012-1 Partial Cash Trapping Release Event

N/A

vi. Series 2012-1 Full Cash Trapping Release Event

N/A

Occurrence Dates

Commenced

Date of Commencement

i. Rapid Amortization Event

N/A

ii. Default

N/A

iii. Event of Default

N/A

iv. Manager Termination Event

N/A

Non-Amortization Test

Commenced

Date of Commencement

i. Non-Amortization Period

N/A

Extension Periods

Commenced

Date of Commencement

i. Series 2015-1 Class A-1 first renewal period

N/A

ii. Series 2015-1 Class A-1 second renewal period

N/A

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


Quarterly Collection Period Starting:		September 7, 2015
Quarterly Collection Period Ending:		January 3, 2016
Quarterly Payment Date:		January 25, 2016


Allocation of Funds

1. Outstanding Notes and Reserve Account Balances as of Prior Quarterly Payment Date:

i. Outstanding Principal Balances
a. Advances Under Series 2015-1 Class A-1 Notes	$	—

b. Series 2012-1 Class A-2 Notes	$	962,718,750.00

b. Series 2015-1 Class A-2-I Notes	$	500,000,000.00

b. Series 2015-1 Class A-2-II Notes	$	800,000,000.00

c. Senior Subordinated Notes	$	—

d. Subordinated Notes	$	—

ii. Reserve Account Balances
a. Available Senior Notes Interest Reserve Account Amount ⁽¹⁾	$	20,786,542.50

b. Available Senior Subordinated Notes Interest Reserve Account Amount	$	—

c. Available Cash Trap Reserve Account Amount ⁽¹⁾	$	—


2. Retained Collections for Current Quarterly Payment Date:

i. Franchisee Payments
a. Domestic Continuing Franchise Fees	$	157,591,932.63

b. International Continuing Franchise Fees	$	45,269,420.33

c. Initial Franchise Fees	$	—

d. Other Franchise Fees	$	—

e. PULSE Maintenance Fees	$	(1,436.99	)

f. PULSE License Fees	$	517,097.70

g. Technology Fees		7,827,204.40

h. Franchisee Insurance Proceeds	$	—

i. Other Franchisee Payments	$	—

ii. Company-Owned Stores License Fees	$	6,969,371.28

iii. Third-Party License Fees	$	—

iv. Product Purchase Payments	$	508,226,568.12

v. Co-Issuers Insurance Proceeds	$	—

vi. Asset Disposition Proceeds	$	—

vii. Excluded Amounts	$	6,634,452.38

viii. Other Collections	$	172,764.00

ix. Investment Income	$	16,755.55

x. HoldCo L/C Agreement Fee Income	$	238,320.37

Less:
xiii. Excluded Amounts	$	90,611,403.03

a. Advertising Fees	$	83,976,950.65

b. Company-Owned Store Advertising Fees	$	—

c. Third-Party Matching Expenses	$	6,634,452.38

xiv. Product Purchase Payments	$	508,226,568.12

xiv. Bank Account Expenses	$	49,199.75

Plus:
xvi. Aggregate Weekly Distributor Profit Amount	$	31,933,271.15

xvii. Retained Collections Contributions	$	—

xviii. Total Retained Collections	$	166,508,550.02


3. Adjusted Net Cash Flow for Current Quarterly Payment Date:

i. Retained Collections for Quarterly Collection Period	$	166,508,550.02

Less:
ii. Servicing Fees, Liquidation Fees and Workout Fees	$	118,394.54

iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period	$	—

iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period	$	19,436,124.63

v. Manager Advances Reimbursement Amounts	$	—

vi. PULSE Maintenance Fees	$	(1,436.99	)

vii. Technology Fees	$	7,827,204.40

viii. Administrative Expenses	$	12,500.00

vix. Investment Income	$	16,755.55

vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period	$	—

viii. Net Cash Flow for Quarterly Collection Period	$	139,099,007.89

ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period	$	1,168,899.23

x. Multiplied by 91 if 52 week fiscal year or 92.75 if 53 week fiscal year		92.75

xi. Adjusted Net Cash Flow for Quarterly Collection Period	$	108,415,403.21

1. Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period.

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


Quarterly Collection Period Starting:		September 7, 2015
Quarterly Collection Period Ending:		January 3, 2016
Quarterly Payment Date:		January 25, 2016


4. Debt Service / Payments to Noteholders for Current Quarterly Payment Date:

i. Required Interest on Senior and Senior Subordinated Notes
Series 2012-1 Class A-1 Quarterly Interest	$	16,865.13

Series 2015-1 Class A-1 Quarterly Interest	$	46,805.97

Series 2012-1 Class A-2 Quarterly Interest	$	12,553,852.50

Series 2015-1 Class A-2-I Quarterly Interest	$	4,548,555.56

Series 2015-1 Class A-2-II Quarterly Interest	$	9,345,688.89

ii. Required Principal on Senior and Senior Subordinated Notes
Series 2012-1 Class A-2 Quarterly Scheduled Principal	$	5,118,750.00

Series 2015-1 Class A-2-I Quarterly Scheduled Principal	$	1,250,000.00

Series 2015-1 Class A-2-II Quarterly Scheduled Principal	$	2,000,000.00

iii. Other
Series 2012-1 Class A-1 Quarterly Commitment Fees	$	1,577.86

Series 2015-1 Class A-1 Quarterly Commitment Fees	$	277,428.81


iv. Total Debt Service	$	35,159,524.71


v. Other Payments to Noteholders Relating to Notes

Series 2012-1 Class A-2 Catch-Up Principal	$	19,026,355.40

Series 2015-1 Class A-1 Quarterly Contingent Additional Interest	$	—

Series 2012-1 Class A-2 Quarterly Contingent Additional Interest	$	—

Series 2015-1 Class A-2-I Quarterly Contingent Additional Interest	$	—

Series 2015-1 Class A-2-II Quarterly Contingent Additional Interest	$	—


5. Aggregate Weekly Allocations to Distribution Accounts for Current Quarterly Payment Date:

i. All available deposits in Series 2015-1 Class A-1 Distribution Account	$	336,734.78

ii. All available deposits in Series 2012-1 Class A-2 Distribution Account	$	36,698,957.90

iii. All available deposits in Series 2015-1 Class A-2-I Distribution Account	$	5,798,555.56

iv. All available deposits in Series 2015-1 Class A-2-II Distribution Account	$	11,345,688.89

v. Total on Deposit in Distribution Accounts	$	54,179,937.13

Note: amounts related to Series 2012-1 Class A-1 Notes were distributed on a prior date and are excluded herein.


6. Distributions for Current Quarterly Payment Date:

Series 2015-1 Class A-1 Distribution Account
i. Payment of interest and fees related to Series 2015-1 Class A-1 Notes	$	336,734.78

ii. Indemnification & Real Estate Disposition Proceeds Payments to reduce commitments under Series 2015-1 Class A-1 Notes	$	—

iii. Principal payments to Series 2015-1 Class A-1 Notes	$	—

iv. Payment of Series 2015-1 Class A-1 Notes Breakage Amounts	$	—


Series 2012-1 Class A-2 Distribution Account
i. Payment of interest related to Series 2012-1 Class A-2 Notes	$	12,553,852.50

ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2012-1 Class A-2 Notes	$	—

iii. Principal payment to Series 2012-1 Class A-2 Notes	$	24,145,105.40

iv. Make-Whole Premium related to Series 2012-1 Class A-2 Notes	$	—


Series 2015-1 Class A-2-I Distribution Account
i. Payment of interest related to Series 2015-1 Class A-2-I Notes	$	4,548,555.56

ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2015-1 Class A-2-I Notes	$	—

iii. Principal payment to Series 2015-1 Class A-2-I Notes	$	1,250,000.00

iv. Make-Whole Premium related to Series 2015-1 Class A-2-I Notes	$	—


Series 2015-1 Class A-2-II Distribution Account
i. Payment of interest related to Series 2015-1 Class A-2-II Notes	$	9,345,688.89

ii. Indemnification & Real Estate Disposition Proceeds payments to Series 2015-1 Class A-2-II Notes	$	—

iii. Principal payment to Series 2015-1 Class A-2-II Notes	$	2,000,000.00

iv. Make-Whole Premium related to Series 2015-1 Class A-2-II Notes	$	—


Total Allocations from Distribution Accounts	$	54,179,937.13


7. Senior Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Senior Notes Interest Reserve Account during Quarterly Collection Period	$	5,859,812.50

ii. Less draws on / releases from Available Senior Notes Interest Reserve Account Amount	$	—

iii. Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount	$	5,859,812.50

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


Quarterly Collection Period Starting:		September 7, 2015
Quarterly Collection Period Ending:		January 3, 2016
Quarterly Payment Date:		January 25, 2016


8. Senior Subordinated Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Senior Subordinated Notes Interest Reserve Account during Quarterly Collection Period	$	—

ii. Less draws on Available Senior Subordinated Notes Interest Reserve Account Amount	$	—

iii. Total Increase (Reduction) of Available Senior Subordinated Notes Interest Reserve Account Amount	$	—


9. Cash Trap Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Cash Trap Reserve Account during Quarterly Collection Period	$	—

ii. Less draws on Available Cash Trap Reserve Account Amount	$	—

iii. Less Cash Trapping Release Amount	$	—

iv. Total Increase (Reduction) of Available Cash Trap Reserve Account Amount	$	—


10. Real Estate Disposition Proceeds

i. Aggregate Real Estate Disposition Proceeds as of Prior Quarterly Payment Date	$	—

*ii.* Aggregate Real Estate Disposition Proceeds as of Current Quarterly Payment Date	$	—


11. Scheduled Principal Catch-Up Amounts

i. Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Prior Quarterly Payment Date	$	21,754,687.50

*ii.* Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Current Quarterly Payment Date	$	2,728,332.10


12. Outstanding Balances as of Current Quarterly Payment Date (after giving effect to payments to be made on such date):

i. Outstanding Principal Balances
a. Advances Under Series 2015-1 Class A-1 Notes	$	—

b. Series 2012-1 Class A-2 Notes	$	938,573,644.60

b. Series 2015-1 Class A-2-I Notes	$	498,750,000.00

b. Series 2012-1 Class A-2-II Notes	$	798,000,000.00

c. Senior Subordinated Notes	$	—

d. Subordinated Notes	$	—

ii. Reserve account balances:
a. Available Senior Notes Interest Reserve Account Amount	$	26,646,355.00

b. Available Senior Subordinate Notes Interest Reserve Account Amount	$	—

c. Available Cash Trap Reserve Account Amount	$	—