FAT Brands Inc.
11/25/2024 | Press release | Distributed by Public on 11/25/2024 07:16
Material Agreement Form 8 K
Item 1.01 Entry Into a Material Definitive Agreement.
| A. | Twin Hospitality Refinancing |
On November 21, 2024 (the "Closing Date"), FAT Brands Inc. ("FAT Brands" or the "Company") completed the refinancing of the whole business securitization credit facility of its Twin Peaks and Smokey Bones restaurant brands, and restructured those brands under a new holding company, Twin Hospitality Group Inc., a Delaware corporation and direct subsidiary of the Company ("Twin Hospitality"), in anticipation of the planned listing of Twin Hospitality as a standalone public company. The aggregate principal balance of the new Series 2024-1 fixed rate notes (the "Notes") is $416,711,000 across four tranches, with a weighted average interest rate of 9.5% per annum. The issuer of the new Notes is Twin Hospitality I, LLC, a Delaware limited liability company and wholly-owned subsidiary of Twin Hospitality (the "Issuer"), formerly known as FAT Brands Twin Peaks I, LLC. The following are the tranches of newly-issued Notes:
| Closing Date | Class | Seniority | Principal Balance | Coupon | Anticipated Repayment Date | Final Legal Maturity Date | ||||||
| 11/21/2024 | A-2-I | Super Senior | $12,124,000 | 9.00% | 10/25/2027 | 10/26/2054 | ||||||
| 11/21/2024 | A-2-II | Senior | $269,257,000 | 9.00% | 10/25/2027 | 10/26/2054 | ||||||
| 11/21/2024 | B-2 | Senior Subordinated | $57,619,000 | 10.00% | 10/25/2027 | 10/26/2054 | ||||||
| 11/21/2024 | M-2 | Subordinated | $77,711,000 | 11.00% | 10/25/2027 | 10/26/2054 |
The new financing repaid in full the notes previously issued under the Base Indenture, dated as of October 1, 2021 (the "Prior Indenture"), as amended by the Series 2021-1 Supplement, dated October 1, 2021, Series 2023-1 Supplement, dated September 8, 2023, and Series 2024-1 Supplement, dated March 21, 2024, all of which were terminated in their entirety on the Closing Date.
At the option of the holders, any of the Notes may be exchanged for a proportionate interest in Exchangeable Notes in two tranches, referred to as Class A2IIB2 Notes (up to $326,876,000) and Class A2IIB2M2 Notes (up to $404,587,000), which will reflect in the aggregate the characteristics of the corresponding exchanged Notes.
The Notes were offered and sold to qualified institutional buyers through Jefferies LLC, as the initial purchaser, pursuant to the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended.
Terms of the Notes
The Notes were issued pursuant to a Base Indenture, dated as of the Closing Date (the "TWNP Indenture"), as amended by the Series 2024-1 Supplement, dated as of the Closing Date, each of which is by and among the Issuer and UMB Bank, N.A., as trustee (in such capacity, the "TWNP Trustee") and as securities intermediary. The Notes were issued in four tranches and in such amounts set forth in the table above.
Scheduled payments of principal and interest on the Notes are required to be made on a quarterly basis, in each case from amounts that are available for payment thereon under the TWNP Indenture. The legal final maturity of the Notes is October 26, 2054, but it is anticipated that, unless earlier prepaid to the extent permitted under the TWNP Indenture, the Notes will be repaid on October 25, 2027 (the "Anticipated Repayment Date"). If the Issuer has not repaid or refinanced the Notes by the Anticipated Repayment Date, additional interest equal to 5.0% per annum will accrue on each tranche of Notes.