Current Report Filing (8-k)
July 06 2021 - 10:37AM
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 29, 2021
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
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001-38250
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82-1302696
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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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9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA
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90212
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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: (310) 319-1850
Not
Applicable
(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 Instructions A.2. below):
[ ]
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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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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, par value
$0.0001 per share
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FAT
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The Nasdaq Stock Market
LLC
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Series B Cumulative Preferred
Stock, par value $0.0001 per share
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FATBP
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The Nasdaq Stock Market
LLC
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Warrants to purchase
Common Stock
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FATBW
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The Nasdaq Stock Market
LLC
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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 [X]
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. [X]
Item
1.01 Entry Into a Material Definitive Agreement.
On
June 29, 2021, FAT Brands Inc. (the “Company”) and its special purpose, wholly-owned subsidiary, FAT Brands
GFG Royalty I, LLC (the “Issuer”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”)
with Jefferies LLC (the “Initial Purchaser”). The Note Purchase Agreement provides for the issuance and sale
by the Issuer to the Initial Purchaser of an aggregate principal amount of $350,000,000 of Series 2021-1 Fixed Rate Secured Notes
(the “Notes”).
The
Notes will be issued on or about July 22, 2021 in three tranches as follows: (i) 6.00% Series 2021-1 Fixed Rate Senior Secured Notes,
Class A-2, in an initial principal amount of $209,000,000; (ii) 7.00% Series 2021-1 Fixed Rate Senior Subordinated Secured Notes, Class
B-2, in an initial principal amount of $84,000,000; and (iii) 9.50% Series 2021-1 Fixed Rate Subordinated Secured Notes, Class M-2, in
an initial principal amount of $57,000,000. The net proceeds from the sale of the Notes will be used in part to finance the acquisition
of LS GFG Holdings Inc. and its direct and indirect subsidiaries (collectively, “GFG”) in a transaction announced
on June 28, 2021. The Notes will be issued in a securitization transaction in which substantially all of the franchising and operating
assets of GFG will be held by the Issuer and pledged as collateral to secure the Notes.
The
Notes were offered and sold to qualified institutional buyers through the Initial Purchaser pursuant to the exemptions from registration
provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside of the
United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The
Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type,
including customary provisions pursuant to which the Company and the Issuer agreed to hold harmless and indemnify the Initial Purchaser
against damages under certain circumstances.
The
above description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.
Item
7.01 Regulation FD Disclosure.
On
July 1, 2021, the Company issued a press release announcing the agreement to issue the Notes and the pricing of the Notes. A copy of
the press release is furnished as Exhibit 99.1 hereto.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the attached Exhibit 99.1, is being
furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing.
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 thereunto duly authorized.
Date:
July 6, 2021
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FAT Brands Inc.
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By:
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/s/ Kenneth
J. Kuick
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Kenneth J. Kuick
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Chief Financial Officer
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