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Item 7.01
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Regulation FD Disclosure
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As
previously announced, on February 20, 2018, Fogo de Chão, Inc. (the “
Company
”) entered into an Agreement
and Plan of Merger (the “
Merger Agreement
”) among Prime Cut Intermediate Holdings Inc., a Delaware corporation
(“
Parent
”) and an investment entity affiliated with Rhône Capital V L.P. (“
Rhône
”)
and Prime Cut Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“
Merger Subsidiary
”),
pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Subsidiary will
merge with and into the Company (the “
Merger
”). As a result of the Merger, Merger Subsidiary will cease to
exist, and the Company will survive as a wholly owned subsidiary of Parent.
In
connection with Rhône’s efforts to obtain debt financing to fund a portion of the amount necessary to complete the
Merger and pay related fees in connection with the Merger and related transactions, the Company is presenting the following information
to prospective lenders:
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As
of March 1, first quarter 2018 YTD U.S. same-store-sales and traffic have both increased
by 3.1% and are outperforming the Knapp Steakhouse Index by 2.7% and 5.3%, respectively.
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The information
furnished with this Current Report on Form 8-K constitutes only a portion of the presentation materials being utilized in the
lender presentation and is summary information that should be considered in the context of the Company's filings with the Securities
and Exchange Commission (“
SEC”
) and other public announcements that the Company may make by press release or otherwise
from time to time. Such information speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update
the attached information in the future to reflect events and circumstances occurring or existing after the date of this current
report, the Company specifically disclaims any obligation to do so, except as may be required by law.
The information
contained in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed”
for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Forward Looking Statements
Certain
statements in this communication regarding the proposed transaction between the Company and Parent and Merger Subsidiary are “forward-looking”
statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,”
“intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,”
“potential,” “may,” “might,” “anticipate,” “likely” “plan,”
“positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify
forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about
the Company and Parent and Merger Subsidiary, may include projections of their respective future financial performance, their
respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions
based on current expectations and projections about future events. There are important factors that could cause actual results,
level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements, including the risk factors set forth in the Company’s most recent
report on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:
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failure of Parent to
obtain the financing required to consummate the proposed transaction;
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the failure to consummate
or delay in consummating the proposed transaction for other reasons;
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the timing to consummate
the proposed transaction;
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the risk that a condition
to closing of the proposed transaction may not be satisfied;
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the risk that a regulatory
approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that
are not anticipated; and
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the diversion of management
time to transaction-related issues.
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The
Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not
prove to be accurate. Neither the Company nor Parent nor Merger Subsidiary can guarantee future results, level of activity, performance
or achievements. Moreover, neither the Company nor Parent nor Merger Subsidiary assume responsibility for the accuracy and completeness
of any of these forward-looking statements. None of Company and Parent and Merger Subsidiary assume any obligation to update or
revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by
law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional
Information and Where to Find it
This
communication is being made in respect of the proposed Merger involving the Company, Parent and Merger Subsidiary. The Company
will prepare and file with the SEC, and thereafter mail to its stockholders, the Information Statement. The Company may be filing
other documents with the SEC as well. You may obtain copies of all documents filed with the SEC regarding this transaction, free
of charge, at the SEC’s website, http://www.sec.gov or from the Company by directing a request by mail or telephone to 5908
Headquarters Drive, Ste. K200, Plano, TX 75024, Attention: Investor Relations, (972) 361-6225.