Current Report Filing (8-k)
June 14 2017 - 7:16AM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): June 14, 2017 (June 12, 2017)
DOMINOS PIZZA, INC.
(Exact name of Registrant as specified in charter)
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Delaware
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(State or other jurisdiction
of incorporation)
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001-32242
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38-2511577
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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30 Frank Lloyd Wright Drive
Ann Arbor, Michigan
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48106
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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).
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. ☐
This current report is neither an offer to sell nor a solicitation of an offer to buy any securities of
Dominos Pizza, Inc. (the Company) or any subsidiary of the Company.
Item 1.01
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Entry into a Material Definitive Agreement.
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General
On June 12, 2017 (the Pricing Date), Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos
Pizza Distribution LLC and Dominos IP Holder LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the
Co-Issuers),
Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC, and Dominos EQ LLC, each of which is a
limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the Guarantors), the Company, Dominos Inc., and Dominos Pizza LLC, as manager, entered into a Purchase Agreement dated
June 12, 2017 (the Purchase Agreement), a copy of which is attached to this Form
8-K
as Exhibit 10.1, with Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers, relating
to the issuance and sale of $1.9 billion aggregate principal amount of notes consisting of $300.0 million Series
2017-1
Floating Rate Senior Secured Notes,
Class A-2-I
(the
2017-1
Class A-2-I
Notes) with an anticipated
term of 5 years, $600.0 million Series
2017-1
3.082% Fixed Rate Senior Secured Notes,
Class A-2-II
(the
2017-1
Class A-2-II
Notes) with an anticipated term of 5 years, and $1.0 billion Series
2017-1
4.118% Fixed Rate Senior Secured Notes,
Class A-2-III
with an anticipated term of 10 years (the
2017-1
Class A-2-III
Notes and, collectively with the
2017-1
Class A-2-I
Notes and the
2017-1
Class A-2-II
Notes, the
2017-1
Class A-2
Notes) in an offering exempt from registration under the Securities Act of 1933, as amended.
On the Pricing Date, the
Co-Issuers,
the Guarantors and Dominos Pizza LLC, as manager, also entered into the
Class A-1
Note Purchase Agreement, dated as of June 12, 2017 (the
Class A-1
Note Purchase Agreement), a copy of which is attached to this
Form 8-K
as Exhibit 10.2, with certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender
and as administrative agent, relating to the issuance of up to $175 million of Series
2017-1
Variable Funding Senior Secured Notes,
Class A-1
(the
2017-1
Class A-1
Notes) and certain other credit instruments, including letters of credit. The
2017-1
Class A-1
Notes and the
2017-1
Class A-2
Notes are referred to collectively as the
2017-1
Notes.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as
Co-Issuer,
Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and
Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, the Company and Dominos Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers.
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10.2
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Class A-1
Note Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution
LLC and Dominos IP Holder LLC, each as
Co-Issuer,
Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian
Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as
provider of letters of credit, as swingline lender and as administrative agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DOMINOS PIZZA, INC.
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(Registrant)
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/s/ Jeffrey D. Lawrence
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Name:
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Jeffrey D. Lawrence
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Title:
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Executive Vice President and Chief Financial Officer
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Date: June 13, 2017
Exhibit Index
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Exhibit
Number
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Description
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10.1
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Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as
Co-Issuer,
Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and
Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, the Company and Dominos Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers.
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10.2
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Class A-1
Note Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution
LLC and Dominos IP Holder LLC, each as
Co-Issuer,
Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian
Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as
provider of letters of credit, as swingline lender and as administrative agent.
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