FAT Brands Completes Spin-Off of Twin Hospitality Group, Inc.

FAT Brands Inc., a Delaware corporation, announced the completion of the distribution of approximately 5.0% of the fully-diluted shares of Class A Common Stock, par value $0.0001 per share, of its subsidiary Twin Hospitality Group Inc. The distribution, which was referred to as a Spin-Off, was conducted as a pro rata dividend to holders of Class A common stock and Class B common stock of FAT Brands Inc. as of January 27, 2025.

Following the completion of the Spin-Off, Twin Hospitality became an independent, publicly traded company, with its Twin Common Stock commencing trading on the Nasdaq Global Market under the ticker symbol TWNP. In connection with the Spin-Off, FAT Brands Inc. entered into a Master Separation and Distribution Agreement and Tax Matters Agreement with Twin Hospitality to govern their ongoing relationship post-Spin-Off.

Under the Master Separation Agreement, FAT Brands Inc. exchanged its initial founder’s shares in Twin Hospitality for shares of Twin Hospitality’s Class A Common Stock and Class B Common Stock. Additionally, Twin Hospitality agreed to provide the company with registration rights for its shares of Twin Hospitality’s stock, enabling the Company to request registrations for public sale under the Securities Act of 1933.

The Tax Matters Agreement outlines the rights, responsibilities, and obligations of FAT Brands Inc. and Twin Hospitality regarding tax liabilities, tax attributes, and tax returns following the Spin-Off. The agreement addresses tax liabilities between the two entities, ensuring that tax obligations are fairly allocated between the FAT Brands group and Twin Hospitality.

Moreover, the Tax Matters Agreement also covers potential future events such as Additional Distributions, where Twin Hospitality agrees to cooperate with FAT Brands Inc. in maintaining the tax-free nature of such distributions for U.S. federal income tax purposes.

This latest development signifies a strategic move by FAT Brands Inc. to streamline operations, offer transparency to stakeholders, and establish a clear framework for its relationship with Twin Hospitality Group Inc. Investors and market observers may keep a close watch on how this separation impacts the business dynamics and performance of both companies moving forward.

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.