NOODLES & COMPANY (NASDAQ:NDLS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On March 13, 2017, Noodles Company (the Company, we, us and our)
entered into a securities purchase agreement (the Securities
Purchase Agreement) with Mill Road Capital II, L.P. (Mill Road),
to which we agreed, in return for aggregate gross proceeds to us
of $31.5 million, to issue to Mill Road an aggregate of 8,873,240
shares of our Class A common stock, par value $0.01 per share, at
a price per share of $3.55, which is equal to the closing sale
price for our Class A common stock on March 10, 2017. The
proceeds will be used, in conjunction with cash flow from our
operations and the proceeds received from the
previously-announced private placement to L>Catterton, to
satisfy liabilities associated with our plan to close
underperforming restaurants, to satisfy liabilities arising from
the data breach that occurred in 2016 and to fund, in part,
capital expenditures related to investments in the remaining
company-owned restaurants. Any remaining proceeds are expected to
be used for general corporate purposes. The transaction is
subject to customary closing conditions and is expected to close
in early April 2017.
entered into a securities purchase agreement (the Securities
Purchase Agreement) with Mill Road Capital II, L.P. (Mill Road),
to which we agreed, in return for aggregate gross proceeds to us
of $31.5 million, to issue to Mill Road an aggregate of 8,873,240
shares of our Class A common stock, par value $0.01 per share, at
a price per share of $3.55, which is equal to the closing sale
price for our Class A common stock on March 10, 2017. The
proceeds will be used, in conjunction with cash flow from our
operations and the proceeds received from the
previously-announced private placement to L>Catterton, to
satisfy liabilities associated with our plan to close
underperforming restaurants, to satisfy liabilities arising from
the data breach that occurred in 2016 and to fund, in part,
capital expenditures related to investments in the remaining
company-owned restaurants. Any remaining proceeds are expected to
be used for general corporate purposes. The transaction is
subject to customary closing conditions and is expected to close
in early April 2017.
Under the terms of the Securities Purchase Agreement, Mill Road
will be entitled, subject to maintaining a minimum threshold of
ownership of the Companys Class A common stock, to designate one
nominee to our Board of Directors. In addition, subject to
certain limitations set forth in a Letter Agreement entered into
with the Company (the Letter Agreement), Mill Road has generally
agreed not to acquire additional equity securities of the Company
for a period of two years following the date of the Letter
Agreement.
will be entitled, subject to maintaining a minimum threshold of
ownership of the Companys Class A common stock, to designate one
nominee to our Board of Directors. In addition, subject to
certain limitations set forth in a Letter Agreement entered into
with the Company (the Letter Agreement), Mill Road has generally
agreed not to acquire additional equity securities of the Company
for a period of two years following the date of the Letter
Agreement.
The Securities Purchase Agreement was executed before 4:00 pm on
March 13, 2017, and the purchase price exceeded the greater of
both the book value and the consolidated closing bid price of the
Class A common stock on March 10, 2017. Accordingly, the
transactions contemplated by the Securities Purchase Agreement do
not require shareholder approval under Rule 5635(d) of the Nasdaq
Listing Rules.
March 13, 2017, and the purchase price exceeded the greater of
both the book value and the consolidated closing bid price of the
Class A common stock on March 10, 2017. Accordingly, the
transactions contemplated by the Securities Purchase Agreement do
not require shareholder approval under Rule 5635(d) of the Nasdaq
Listing Rules.
This Current Report on Form 8-K is not an offer to sell or a
solicitation of offers to buy our Class A common stock. None of
the shares of our Class A common stock to be issued to Mill Road
have been registered under the Securities Act of 1933, as amended
(the Securities Act), and such shares may not be offered or sold
in the United States absent an effective registration statement
or an exemption from the registration requirements under
applicable federal and state securities laws.
solicitation of offers to buy our Class A common stock. None of
the shares of our Class A common stock to be issued to Mill Road
have been registered under the Securities Act of 1933, as amended
(the Securities Act), and such shares may not be offered or sold
in the United States absent an effective registration statement
or an exemption from the registration requirements under
applicable federal and state securities laws.
The description of the Securities Purchase Agreement is qualified
in its entirety by reference to the Securities Purchase
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated by reference in this
Item 1.01 in its entirety. Additionally, the description of the
Letter Agreement is qualified in its entirety by reference to the
Letter Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.2 and is incorporated by
reference in this Item 1.01 in its entirety.
in its entirety by reference to the Securities Purchase
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated by reference in this
Item 1.01 in its entirety. Additionally, the description of the
Letter Agreement is qualified in its entirety by reference to the
Letter Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.2 and is incorporated by
reference in this Item 1.01 in its entirety.
The Securities Purchase Agreement contains a number of
representations and warranties that we and Mill Road have made to
each other that are customary in such transactions. Moreover,
representations and warranties are frequently utilized in
agreements as a means of allocating risks, both known and
unknown, rather than to make affirmative factual claims or
statements. These representations and warranties are made as of
specific dates and are subject to important exceptions and
limitations, including a contractual standard of materiality
different from that generally applicable under federal securities
laws. Accordingly, persons not party to the Securities Purchase
Agreement should not rely on the agreement for any
characterization of factual information about us or Mill Road.
representations and warranties that we and Mill Road have made to
each other that are customary in such transactions. Moreover,
representations and warranties are frequently utilized in
agreements as a means of allocating risks, both known and
unknown, rather than to make affirmative factual claims or
statements. These representations and warranties are made as of
specific dates and are subject to important exceptions and
limitations, including a contractual standard of materiality
different from that generally applicable under federal securities
laws. Accordingly, persons not party to the Securities Purchase
Agreement should not rely on the agreement for any
characterization of factual information about us or Mill Road.
The Company issued a press release on March 14, 2017 announcing
the transaction. The press release is furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing
under the Securities Act, except as shall be expressly set forth
by specific reference in such a filing.
the transaction. The press release is furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing
under the Securities Act, except as shall be expressly set forth
by specific reference in such a filing.
Item 3.02. Unregistered Sales of Equity Securities.
The shares of Class A common stock described in Item 1.01 of this
Current Report on Form 8-K to be issued and sold to the
Securities Purchase Agreement will be issued and sold without
registration under the Securities Act, in reliance on Section
4(a)(2) of the Securities Act as a transaction by an issuer not
involving a public offering. The shares of Class A common stock
may not be re-offered or sold in the United States absent an
effective registration statement or an exemption from the
registration requirements under applicable federal and state
securities laws. The discussion of the Securities Purchase
Agreement in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02 in its entirety.
Current Report on Form 8-K to be issued and sold to the
Securities Purchase Agreement will be issued and sold without
registration under the Securities Act, in reliance on Section
4(a)(2) of the Securities Act as a transaction by an issuer not
involving a public offering. The shares of Class A common stock
may not be re-offered or sold in the United States absent an
effective registration statement or an exemption from the
registration requirements under applicable federal and state
securities laws. The discussion of the Securities Purchase
Agreement in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02 in its entirety.
Item 3.03. Material Modification to Rights of Security Holders.
The information in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference in this Item 3.03 in its entirety.
is incorporated by reference in this Item 3.03 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement, dated as of March 13,
2017, by and between Noodles Company and Mill Road Capital II, L.P. |
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10.2
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Letter Agreement, dated as of February 15, 2017, by and
between Noodles Company and Mill Road Capital II, L.P. |
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99.1
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Press Release dated as of March 14, 2017.
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About NOODLES & COMPANY (NASDAQ:NDLS)
Noodles & Company develops and operates fast casual restaurants. The Company’s menu includes a range of cooked-to-order dishes, including noodles and pasta, soups, salads, sandwiches and appetizers. The Company has approximately 490 restaurants, including 420 Company-owned and 70 franchised locations, across 40 states, the District of Columbia and one Canadian province. The Company offers over 30 globally inspired Asian, Mediterranean and American dishes together on a single menu. The Company offers approximately 10 fresh vegetables and six proteins, including marinated steak, naturally raised pork, chicken, meatballs, shrimp and organic tofu. The Company offers Kids Meals, which includes sides, such as broccoli, carrots, fruit, applesauce and a portion of its housemade rice crispy treat. The Company’s restaurants’ locations include Arizona, California, Colorado, Delaware, New York, North Dakota, Ohio, Texas, Utah, Virginia, Washington and Wisconsin. NOODLES & COMPANY (NASDAQ:NDLS) Recent Trading Information
NOODLES & COMPANY (NASDAQ:NDLS) closed its last trading session 00.00 at 3.60 with 65,613 shares trading hands.