DPZ Dominos Pizza Inc

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) November 19, 2019

Domino’s Pizza, Inc.

(Exact name of registrant as specified in its charter)

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:

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).

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 on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of Domino’s Pizza, Inc. (the “Company”) or any subsidiary of the Company.

The 2019-1 Class A-2 Notes are secured by the collateral described below under “Guarantees and Collateral.”

2019-1 Class A-1 Notes

The 2019-1 Class A-1 Notes were issued pursuant to the Base Indenture and the Series 2019-1 Supplement thereto referred to above and allow for drawings on a revolving basis. The 2019-1 Class A-1 Notes will be governed, in part, by the 2019-1 Class A-1 Note Purchase Agreement dated November 19, 2019 (the “2019-1 Class A-1 Note Purchase Agreement”), among the Co-Issuers, the Guarantors, Domino’s Pizza LLC, as manager, certain conduit investors, certain financial institutions and certain funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent, and by certain generally applicable terms contained in the Base Indenture and the Series 2019-1 Supplement thereto. Interest on the 2019-1 Class A-1 Notes will be payable at a per annum rate based on the cost of funds plus a margin of 150 basis points. The Co-Issuers have approximately $41.4 million in undrawn letters of credit issued under the 2019-1 Class A-1 Notes. There is a commitment fee on the unused portion of the 2019-1 Class A-1 Notes facility ranging from 50 to 100 basis points depending on utilization. It is anticipated that the principal and interest on the 2019-1 Class A-1 Notes will be repaid in full on or prior to October 2024, subject to two additional one-year extensions at the option of Domino’s Pizza LLC, a wholly-owned subsidiary of the Company, which acts as the manager (as described below). Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the 2019-1 Class A-1 Notes equal to 5.00% per annum. In connection with the issuance of the 2019-1 Class A-1 Notes and entry into the 2019-1 Class A-1 Note Purchase Agreement, the Co-Issuers permanently reduced to zero the commitment to fund the existing $175.0 million Series 2017-1 Class A-1 Notes and the Series 2017-1 Class A-1 Notes were cancelled and the 2017-1 Class A-1 Note Purchase Agreement, dated June 12, 2017, among the Co-Issuers, the Guarantors, Domino’s Pizza LLC, as manager, certain conduit investors, certain financial institutions and certain funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent (the “2017-1 Class A-1 Note Purchase Agreement”) terminated. The 2019-1 Class A-1 Notes and other credit instruments issued under the 2019-1 Class A-1 Note Purchase Agreement are secured by the collateral described below under “Guarantees and Collateral.”

Guarantees and Collateral

Pursuant to the Amended and Restated Guarantee and Collateral Agreement, dated March 15, 2012 (the “Guarantee and Collateral Agreement”), among Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as a guarantor of the 2019-1 Notes (collectively, the “Guarantors”), in favor of the Trustee, the Guarantors guarantee the obligations of the Co-Issuers under the Indenture and related documents and secure the guarantee by granting a security interest in substantially all of their assets.

The 2019-1 Notes are secured by a security interest in substantially all of the assets of the Co-Issuers and the Guarantors (such assets, the “Securitized Assets” and the Co-Issuers and Guarantors collectively, the “Securitization Entities”). The 2019-1 Notes are obligations only of the Co-Issuers pursuant to the Indenture and are unconditionally and irrevocably guaranteed by the Guarantors pursuant to the Guarantee and Collateral Agreement. Except as described below, neither the Company nor any subsidiary of the Company, other than the Securitization Entities, will guarantee or in any way be liable for the obligations of the Co-Issuers under the Indenture or the 2019-1 Notes.

Management of the Securitized Assets

None of the Securitization Entities has employees. Each of the Securitization Entities entered into an amended and restated management agreement dated March 15, 2012 (the “Amended and Restated Management Agreement”), as amended by Amendment No. 1 dated as of October 21, 2015 to the Amended and Restated Management Agreement (“Amendment No. 1 to the Management Agreement”) and by Amendment No. 2 dated as of July 24, 2017 to the Amended and Restated Management Agreement (“Amendment No. 2 to the Management Agreement” and, together with the Amended and Restated Management Agreement and Amendment No. 1 to the Management Agreement, the “Management Agreement”), in each case entered into by and among the Securitization Entities, Domino’s Pizza NS Co., Domino’s Pizza LLC, as manager and in its individual capacity, and the Trustee. Domino’s Pizza LLC acts as the manager with respect to the Securitized Assets. The primary responsibilities of the manager are to perform certain franchising, distribution, intellectual property and operational functions on behalf of the Securitization Entities with respect to the Securitized Assets pursuant to the Management Agreement. Domino’s Pizza NS Co. performs all services for Domino’s Pizza Canadian Distribution ULC, which conducts the distribution business in Canada.

Covenants and Restrictions

The 2019-1 Notes are subject to a series of covenants and restrictions customary for transactions of this type, including as set forth in the Parent Company Support Agreement dated as of March 15, 2012 (the “Original Parent Company Support Agreement”), as amended by Amendment No. 1 dated as of October 21, 2015 to the Original Parent Company Support Agreement (“Amendment No. 1 to the Parent Company Support Agreement”), in each case entered into by and among the Company and the Trustee.

These covenants and restrictions include (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the 2019-1 Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the Series 2019-1 Supplement) and the related payment of specified amounts, including specified make-whole payments in the case of the 2019-1 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the 2019-1 Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The 2019-1 Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of global retail sales for all stores being below certain levels on certain measurement dates, certain manager termination events, an event of default and the failure to repay or refinance the 2019-1 Notes on the scheduled maturity date. Rapid amortization events may be cured in certain circumstances, upon which cure, regular amortization will resume. The 2019-1 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the 2019-1 Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

Following the recapitalization transaction, there will be approximately (i) $774.0 million in aggregate principal amount of Series 2015-1 4.474% Fixed Rate Senior Secured Notes, Class A-2-II outstanding under the Base Indenture, (ii) approximately $1,862.0 million in aggregate principal amount of (a) Series 2017-1 Floating Rate Senior Secured Notes, Class A-2-I(FL), (b) Series 2017-1 3.082% Fixed Rate Senior Secured Notes, Class A-2-II(FX) and (c) Series 2017-1 4.118% Fixed Rate Senior Secured Notes, Class A-2-III(FX) outstanding under the Base Indenture, (iii) approximately $814.7 million in aggregate principal amount of (a) Series 2018-1 4.116% Fixed Rate Senior Secured Notes, Class A-2-I and (b) Series 2018-1 4.328% Fixed Rate Senior Secured Notes, Class A-2-II outstanding under the Base Indenture, (iv) approximately $675.0 million in aggregate principal amount of 2019-1 Class A-2 Notes outstanding under the Base Indenture and (v) approximately $16.6 million in outstanding finance lease obligations of the Company. In addition, the Co-Issuers have access to $200.0 million under the 2019-1 Class A-1 Notes issued under the Base Indenture, under which approximately $41.4 million in undrawn letters of credit are currently outstanding.

The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Amended and Restated Base Indenture, dated March 15, 2012, the form of which is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on March 19, 2012, the First Supplement, the form of which is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on October 22, 2015, the Second Supplement, the form of which is attached as Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on October 22, 2015, the Third Supplement, the form of which is attached as Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on October 22, 2015, the Fourth Supplement, the form of which is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on July 25, 2017, the Guarantee and Collateral Agreement, the form of which is attached as Exhibit 10.2, to the Current Report on Form 8-K filed by the Company on March 19, 2012, the Amended and Restated Management Agreement, the form of which is attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on March 19, 2012, Amendment No. 1 to the Management Agreement, the form of which is attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on October 22, 2015, Amendment No. 2 to the Management Agreement, the form of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 25, 2017, the Original Parent Company Support Agreement, the form of which is attached as Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on October 22, 2015, Amendment No. 1 to the Parent Company Support Agreement, the form of which is attached as Exhibit 10.5 to the Current Report on

Form 8-K filed by the Company on October 22, 2015, the 2017-1 Class A-1 Note Purchase Agreement, the form of which is attached as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 14, 2017, the 2019-1 Class A-1 Note Purchase Agreement, the form of which is attached as Exhibit 10.1 hereto and the Series 2019-1 Supplement, the form of which is attached as Exhibit 4.1 hereto, and each of which are hereby incorporated herein by reference. Interested persons should read the documents in their entirety.