IGNITE RESTAURANT GROUP, INC. (NASDAQ:IRG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive |
The information set forth below in Item 1.03 of this Current
Report on Form 8-K (this Form 8-K) regarding the Asset Purchase
Agreement (as defined below) is incorporated herein by reference.
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Item 1.03 |
Bankruptcy or Receivership. |
On June 6, 2017 (the Petition Date), Ignite Restaurant Group,
Inc. (the Company) and certain of its wholly-owned direct and
indirect domestic subsidiaries (collectively with the Company,
the Debtors) filed voluntary petitions in the United States
Bankruptcy Court for the Southern District of Texas (the
Bankruptcy Court) seeking relief under Chapter 11 of Title 11 of
the United States Code (the Bankruptcy Code). The Debtors have
requested that these cases (the Chapter 11 Cases) be jointly
administered under the caption In re Ignite Restaurant Group,
Inc., et al., Case No. 17-33550.
On June 5, 2017, the Company and certain of its subsidiaries
(together, the Sellers) entered into a stalking horse Asset
Purchase Agreement (the Asset Purchase Agreement) with KRG
Acquisitions Co, LLC (in such capacity, the Purchaser) to which
the Purchaser agreed to purchase substantially all of the assets
of the Company (such assets, the Purchased Assets, and such
transaction, the Asset Sale). The Purchased Assets include
certain of the Debtors assets, including, but not limited to, all
rights of the Debtors under the executory contracts and unexpired
leases specified in the Asset Purchase Agreement (collectively,
the Assigned Contracts) subject to Sections 7.5(c) and 7.5(d) of
the Asset Purchase Agreement, certain cash and cash equivalents,
certain inventory and tangible personal property, certain
permits, all intellectual property rights, and data and records.
Under the Asset Purchase Agreement, Purchaser would acquire the
Purchased Assets for a purchase price of $50 million (the
Purchase Price), subject to certain post-closing adjustments, and
would (i) assume all liabilities and obligations (a) arising in
connection with the business and the Purchased Assets, (b)
related to the Assigned Contracts, (c) related to permits
included in the Purchased Assets and (d) arising under
outstanding gift cards as well as (ii) assume all property taxes
and transfer taxes that are attributable to the Purchased Assets
and (iii) provide adequate assurance of future performance costs
and expenses associated with the Assigned Contracts.
To the extent that any Assigned Contract requires the payment of
Cure Costs (as defined in the Asset Purchase Agreement) in order
to be assumed to section 365 of the Bankruptcy Code, whether
determined prior to or after the Closing, the Debtors shall be
responsible for paying Cure Costs related to Assigned Contracts
that are real property leases or that are personal property
leases. The Cure Costs related to all other Assigned Contracts
shall be paid by the Purchaser.
The Purchase Price is payable as follows at the Closing: $50
million by wire transfer of immediately available funds to a bank
account as shall be designated in writing no later than one (1)
day prior to the Closing Date, which amount shall be (i) reduced
by (a) the amount of the Good Faith Deposit delivered to Sellers
as a credit against the Purchase Price in accordance with Section
2.8(b) of the Asset Purchase Agreement, (b) the Transfer Tax
Estimate related to assets to be conveyed on the Closing Date,
(c) the Property Tax Estimate for Purchased Locations to be
conveyed on the Closing Date, and (d) 50% of the Gift Card Sales
and (ii) increased by (x) the Prepaid Rent for Purchased
Locations to be conveyed on the Closing Date, (y) the Deposits
for Purchased Locations to be conveyed on the Closing Date, and
(z) the Store Cash Amount.
The Asset Purchase Agreement includes a breakup fee of $1.5
million and provides Purchaser with certain designation rights
through October 15, 2017. The Asset Purchase Agreement also
includes a Management Agreement related to certain restaurants
that are either awaiting liquor license approvals from the
relevant state and/or local government regulatory authorities or
have been designated as Designation Rights Assets and are
awaiting further designation as Purchased Assets or Excluded
Assets.
The Asset Purchase Agreement was filed with the Bankruptcy Court
on June 6, 2017 and is subject to the Debtors solicitation of
higher and better offers to bidding procedures and an auction
process that will be conducted under the supervision of the
Bankruptcy Court in accordance with Section 363 of the Bankruptcy
Code. Purchaser entered into the Asset Purchase Agreement as the
stalking horse bidder for the Purchased Assets. As the stalking
horse bidder, Purchasers offer to purchase the Purchased Assets,
as set forth in the Asset Purchase Agreement, would be the
standard by which any other bids to purchase the Purchased Assets
would be evaluated. Other interested bidders who submit
qualifying offers would be permitted to participate in the
auction of the Purchased Assets.
The potential auction for the Purchased Assets is expected to be
held in July 2017 and the final sale hearing is expected to be
held in August 2017.The completion of the transaction is subject
to a number of conditions, which, among others, include the entry
of the Bid Procedures Order and the Approval Order by the
Bankruptcy Court, the performance by each party of its
obligations under the Asset Purchase Agreement and the material
accuracy of each partys representations.
The foregoing description of the Asset Purchase Agreement and the
transactions contemplated thereby do not purport to be complete
and are qualified in their entirety by reference to the Asset
Purchase Agreement, a copy of which is attached hereto as Exhibit
2.1 to this Form 8-K and is incorporated herein by reference in
its entirety.
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Item 2.04 |
Triggering Events That Accelerate or Increase a |
The commencement of the Chapter 11 Cases described in Item 1.03
of this Current Report on Form 8-K constituted an event of
default under the that certain Credit and Security Agreement,
dated as of August 13, 2014, by and among the Company, the
lenders party thereto, and Credit Suisse AG, as administrative
agent (as amended by that Forbearance Agreement, dated as of
March 31, 2017, by and among the Company, Credit Suisse AG, as
Administrative Agent, and the lenders party thereto, that First
Amendment to Forbearance Agreement, dated as of May 8, 2017 and
that Second Amendment to Forbearance Agreement, dated as of May
22, 2017) (the Credit Facility). As of June 5, 2017, there was
approximately $133 million in outstanding borrowings and
approximately $12,050,000 in outstanding letters of credit under
the Credit Facility. As a result of the filing of the Chapter 11
Cases, all commitments under the Credit Facility were terminated
and the principal amount of all outstanding loans (together with
accrued and unpaid interest thereon) and all other amounts
outstanding under the Credit Facility became immediately due and
payable. The Company believes that any efforts to enforce such
payment obligations under the Credit Facility are stayed as a
result of the Chapter 11 Cases, and the creditors rights of
enforcement in respect of the Credit Facility are subject to the
applicable provisions of the Bankruptcy Code.
The information set forth or incorporated in Item 1.03 is also
incorporated by reference in this Item 2.04.
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Item 7.01 |
Regulation FD Disclosure. |
Additional information on the Chapter 11 Cases, including access
to documents filed with the Bankruptcy Court and other general
information about the Chapter 11 Cases, is available at a
subscription based service known as PACER at
https://ecf.txsd.uscourts.gov/cgi-bin/login.pl.
The information in Item 7.01 of this Form 8-K is being furnished
and shall not be deemed 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 such section. The
information in Item 7.01 of this Form 8-K shall not be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing.
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Item 8.01 |
Other Events. |
On June 6, 2017, the Company issued a press release announcing
the Chapter 11 Cases and its entry into the Asset Purchase
Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The Company does not expect to be able to distribute any proceeds
from the Asset Sale to equity holders. The Companys stockholders
are cautioned that trading in shares of the Companys common stock
during the pendency of the Chapter 11 Cases is highly speculative
and poses substantial risks. Trading prices for shares of the
Companys common stock may bear little or no relationship to the
actual recovery, if any, by holders in the reorganization.
Accordingly, the Company urges extreme caution with respect to
existing and future investments in its common stock.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit |
Description |
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2.1 |
Asset Purchase Agreement, dated June 5, 2017, by and |
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99.1 |
Press Release of Ignite Restaurant Group, Inc. dated June |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements by
their nature address matters that are, to different degrees,
uncertain. Forward-looking statements involve a number of
assumptions, risks and uncertainties that could cause actual
results to differ materially. Any forward-looking statements
herein are made as of the date of this filing, and the Company
undertakes no duty to update or revise any such statements except
as required by the federal securities laws. Forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties. Important factors that could
cause actual results, developments and business decisions to
differ materially from forward-looking statements are described
in the Companys filings with the U.S. Securities and Exchange
Commission (SEC) from time to time and which are accessible on
the SECs website at www.sec.gov, including in the section
entitled Risk Factors in the Companys Annual Report on Form 10-K
for the fiscal year ended January 2, 2017 and its Quarterly
Report on Form 10-Q for the quarterly period ended April 3, 2017.
Among the factors that could cause future results to differ
materially from those provided in this Current Report on Form 8-K
are: (i) the Companys ability to obtain Bankruptcy Court approval
with respect to motions in the Chapter 11 Cases, (ii) the ability
of the Company and its subsidiaries to consummate the
transactions contemplated by the Asset Purchase Agreement, (iii)
the effects of the Companys bankruptcy filing on the Company and
on the interests of various constituents, (iv) Bankruptcy Court
rulings in the Chapter 11 Cases and the outcome of the cases in
general, (v) the length of time the Company will operate under
the Chapter 11 Cases, (vi) risks associated with third party
motions in the Chapter 11 Cases, which may interfere with the
Companys ability to consummate the transactions contemplated by
the Asset Purchase Agreement, (vii) the potential adverse effects
of the Chapter 11 Cases on the Companys liquidity or results of
operations, (viii) increased legal costs to execute the Companys
reorganization, and other risks and uncertainties, (ix) the
Companys ability to maintain contracts, trade credit and other
customer, joint venture partner and/or vendor relationships that
are essential to the Companys operations, and (x) the Companys
ability to retain key executives and employees, and (xi) the
factors discussed in the section entitled Risk Factors in the
Companys Annual Report on Form 10-K for the fiscal year ended
January 2, 2017 and its Quarterly Report on Form 10-Q for the
quarterly period ended April 3, 2017. The forward-looking
statements speak only as of the date on which they are made and
the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
About IGNITE RESTAURANT GROUP, INC. (NASDAQ:IRG)
Ignite Restaurant Group, Inc. is a diversified restaurant company. The Company operates a portfolio of two restaurant brands, including Joe’s Crab Shack (Joe’s) and Brick House Tavern + Tap (Brick House). The Company manages its restaurant brands, Joe’s and Brick House, as operating segments. Joe’s and Brick House operate in a set of markets across the United States. As of June 27, 2016, it operated127 Joe’s restaurants and 26 Brick House restaurants in 33 states within the United States and franchised one Joe’s restaurant in Dubai, the United Arab Emirates (U.A.E). Joe’s restaurants’ menus include the Steampots and Buckets of Crab categories, which allow guests to choose between seasonal varieties of crab (Queen, Snow, Dungeness and King) and whole lobster. As of December 28, 2015, Brick House’s menu included 13 appetizers; 38 entrees; a Meatball category, including Greek, buffalo chicken and drunken pork varieties; seasonal daily specials; brunch; dessert, and specialty cocktails.