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): September 2, 2021

                                  
LUBY’S, INC.
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-8308
74-1335253
   
(Commission File Number)
(I.R.S. Employer Identification No.)
   
13111 Northwest Freeway, Suite 600 Houston, Texas
77040
   
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (713) 329-6800

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 Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, ($0.32 par value per share)
LUB
New York Stock Exchange
Common Stock Purchase Rights
N/A
New York Stock Exchange

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.
 


Item 1.01.
Entry into a Material Definitive Agreement.

On September 2, 2021, Luby’s Fuddruckers Restaurants, LLC, a Delaware limited liability company (“Seller”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Store Capital Acquisitions, LLC, a Delaware limited liability company (“Purchaser”), for the sale of Seller’s right, title and interest in and to certain real properties located in the State of Texas (the “Properties”) comprising of up to 26 cafeteria stores, which Properties are leased to and operated by Luby’s Restaurant Corporation (f/k/a CAL Operating Corporation), for aggregate consideration of up to $88,000,000.00 in cash (the “Pending Sale”), subject to customary adjustments. The Pending Sale has an effective date of September 2, 2021, and is expected to close by October 12, 2021, subject to the satisfaction of specified closing conditions the failure of which may result in the transaction being terminated. The Pending Sale is not subject to any financing contingency or requirement.

The Purchase Agreement contains customary representations, warranties and covenants by each of the applicable parties to the Purchase Agreement and also contains indemnification provisions under which the parties thereto have agreed to indemnify each other against certain liabilities. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Seller, Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Seller’s public disclosures.

There can be no assurance that Seller will sell the Properties on the terms described or at all. 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 will be filed by the Company at a later date.
 

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.

Date: September 3, 2021
LUBY’S, INC.
    
 
By:
/s/ John Garilli
   
John Garilli
Interim President and Chief Executive Officer



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