Current Report Filing (8-k)
July 07 2021 - 8:40AM
Edgar (US Regulatory)
0001534992
false
NASDAQ
0001534992
2021-07-01
2021-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) July 1, 2021
Fiesta
Restaurant Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-35373
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90-0712224
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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14800 Landmark Boulevard, Suite 500, Dallas, Texas
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75254
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code (972) 702-9300
N/A
(Former name or former address, if changed since
last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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FRGI
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The NASDAQ Global Select Market
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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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☐
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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 240.13a-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. ¨
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
On July 1, 2021, Fiesta Restaurant Group, Inc.
(“Fiesta”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with YTC Enterprises,
LLC (the “Buyer”) and Yadav Enterprises, Inc. pursuant to which Fiesta has agreed to sell the Taco Cabana® restaurant
brand to Buyer through the sale of all of the outstanding capital stock of Taco Cabana, Inc., the parent company of the Taco Cabana business
(the “Transaction”), for a cash purchase price of $85 million, subject to reduction for (i) closing adjustments of approximately
$4.55 million related to maintenance and repair work at the Taco Cabana restaurants and landscaping restoration as a result of Winter
Storm Uri, and (ii) certain other working capital adjustments as set forth in the Purchase Agreement. Fiesta expects to use the net proceeds
of the Transaction to full repay Fiesta’s outstanding term loan borrowings of approximately $74.6 million under its senior credit facility
and to pay Transaction fees and a loan prepayment premium of approximately $4.6 million. The Purchase Agreement contains certain representations
and warranties, covenants and indemnities as specified therein, including such provisions as are customary for a transaction of this nature.
The Transaction is subject to customary closing conditions as set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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.
FIESTA RESTAURANT GROUP, INC.
Date: July 7, 2021
By:
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/s/ Louis DiPietro
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Name:
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Louis DiPietro
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Title:
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Senior Vice President,
Chief Legal and People Officer,
General Counsel and Secretary
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2
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