FAT Brands Refinances Twin Peaks and Smokey Bones Brands, Restructures Under Twin Hospitality Group Inc.

FAT Brands Inc. (NASDAQ: FAT) recently completed the refinancing of its Twin Peaks and Smokey Bones restaurant brands, restructuring them under a new holding company, Twin Hospitality Group Inc., as indicated in an 8-K filing submitted to the Securities and Exchange Commission. The refinancing involved the issuance of new Series 2024-1 fixed-rate notes amounting to $416,711,000 across four tranches, with an average interest rate of 9.5% annually.

The Twin Peaks and Smokey Bones brands, along with their credit facility, were transitioned under Twin Hospitality in preparation for Twin Hospitality’s planned listing as an independent public company. The refinancing paid off prior notes issued under the Base Indenture, with the new Notes structured into different tranches based on seniority and repayment terms.

According to the filing, holders of the new Notes have the option to exchange them for Exchangeable Notes, mirroring the characteristics of the original Notes in two tranches. The offering and sale of the Notes were executed through Jefferies LLC to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The Notes were issued under the TWNP Indenture, setting scheduled payments to be made quarterly from available amounts under the agreement. The legal final maturity date for the Notes is projected as October 26, 2054, with a provision for additional interest to accrue if not repaid by the Anticipated Repayment Date of October 25, 2027.

The Notes are secured by assets of the issuer and its subsidiaries under a Guarantee and Collateral Agreement, with priority given to repayment from Qualified Equity Offerings. Furthermore, a Management Agreement dictates the operational aspects managed by Twin Hospitality and enforces pertinent covenants and restrictions customary to such financial transactions.

Additionally, Twin Hospitality agreed to issue warrants to investors in the Notes exercisable for Class A Common Stock upon Twin Hospitality’s listing. FAT Brands and Twin Hospitality entered a Letter Agreement enforcing certain restrictions on equity interests, dividends, and ownership transfers.

The complete details of the agreements, including the TWNP Indenture, Guarantee and Collateral Agreement, and Management Agreement, are included as exhibits in the filing, providing a comprehensive understanding of the financial transactions and restructuring involved.

In collaboration with the Financial Statements and Exhibits, the filing disclosed a modification pertaining to FB Resid Holdings I, LLC’s credit facility under an Omnibus Amendment, emphasizing additional terms and conditions specific to that agreement.

The 8-K submission also highlighted the termination of prior material definitive agreements and the creation of financial obligations, showcasing FAT Brands’ strategic financial maneuvers in restructuring and refinancing its key entities to optimize value and operational efficiency.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read FAT Brands’s 8K filing here.

FAT Brands Company Profile

FAT Brands Inc, a multi-brand restaurant franchising company, acquires, develops, markets, and manages quick service, fast casual, casual dining, and polished casual dining restaurant concepts worldwide. It owns restaurant brands, including Round Table Pizza, Marble Slab Creamery, Great American Cookies, Hot Dog on a Stick, Pretzelmaker, Fazoli's, Fatburger, Johnny Rockets, Elevation Burger, Yalla Mediterranean, Buffalo's Cafe and Buffalo's Express, Hurricane Grill & Wings, Ponderosa Steakhouse/Bonanza Steakhouse, Native Grill & Wings, Smokey Bones, and Twin Peaks.