Current Report Filing (8-k)
May 16 2019 - 9:01AM
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): May 15, 2019
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-37379
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14-1961545
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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411 W. 14
th
Street, 3rd Floor
New York, New York 10014
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (646) 624-2400
(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 (
see
General Instruction
A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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STKS
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Nasdaq
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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
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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.
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Item 1.01 Entry into a Material Definitive Agreement
On May 15, 2019, The ONE Group Hospitality, Inc. (“The ONE Group”) entered into a Credit
Agreement with Bank of America, N.A (“Credit Agreement”). The Credit Agreement provides for a secured revolving credit
facility of $10.0 million and a $10.0 million term loan. The term loan is payable in quarterly installments, with the
final payment due in May 2024. The revolving credit facility also matures in May 2024.
The Credit Agreement contains several financial
covenants, including (a) a maximum consolidated leverage ratio of (i) 4.75 to 1.00 as of the end of any fiscal quarter ending on
or prior to June 30, 2020 and (ii) 4.50 to 1.00 as of the end of any fiscal quarter thereafter and (b) a minimum consolidated
fixed charge coverage ratio of 1.35 to 1.00.
The Credit Agreement has several borrowing
and interest rate options, including the following: (a) a LIBOR rate (or a comparable successor rate) or (b) a base rate equal
to the greater of the prime rate, the federal funds rate plus 0.50% or the LIBOR rate for a one-month period plus 1.00%; provided
that the base rate may not be less than zero. Loans under the Credit Agreement bear interest at a rate per annum using the applicable
indices plus a varying interest rate margin of between 2.75% and 3.50% (for LIBOR rate loans) and 1.75% and 2.50% (for base rate
loans).
The Credit Agreement contains customary
representations, warranties and conditions to borrowing including customary affirmative and negative covenants, which include covenants
that limit or restrict The ONE Group’s ability to incur indebtedness and other obligations, grant liens to secure obligations,
make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject to
customary exceptions for credit facilities of this size and type.
Certain operating subsidiaries of The ONE Group guarantee the obligations under the Credit Agreement,
which also are secured by liens on substantially all of the assets of The ONE Group and its subsidiaries.
The foregoing description of the Credit Agreement is a summary only and is qualified in its entirety by
reference to the full text of the Credit Amendment, a copy of which is attached as an Exhibit to this Current Report on Form 8-K
and incorporated by reference into this Item 1.01. Additionally, The ONE Group issued a press release announcing entering into
the Credit Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 are incorporated into this item.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
The following exhibits are being filed
herewith:
SIGNATURE
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.
Dated: May 16, 2019
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THE ONE GROUP HOSPITALITY, INC.
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By:
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/s/ Tyler Loy
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Name:
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Tyler Loy
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Title:
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Chief Financial Officer
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