Popeyes Louisiana Kitchen, Inc. (NASDAQ:PLKI) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
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Termination of a Material Definitive Agreement. |
The information provided in the Introductory Note and Item2.01 is
incorporated herein by reference.
In connection with the consummation of the Merger, the Company
repaid all amounts outstanding under its $400.0million revolving
credit facility (the 2016 Credit Facility) with Wells
Fargo Bank, National Association, as Administrative Agent,
Issuing Bank and Swingline Lender, Bank of America, N.A., as
Syndication Agent, and certain other financial institutions party
thereto. Effective upon such repayment, the Amended and Restated
Credit Agreement for the 2016 Credit Facility and all related
agreements and documents ancillary thereto were terminated and
became null and void.
| Item2.01. |
Completion of Acquisition or Dispositions of Assets. |
As described in the Introductory Note above, on March27, 2017,
Sub accepted for payment all Shares validly tendered and not
validly withdrawn to the Offer on or prior to the Expiration Time
and will promptly pay for such Shares in accordance with the
terms and subject to the conditions of the Offer. Shortly
thereafter, the Merger was completed to Section 302A.621 of the
MBCA, with no Company shareholder vote required to consummate the
Merger. In connection therewith, at the Effective Time, the
Company became an indirect, wholly-owned subsidiary of Parent. As
a result, a change of control of the Company occurred.
The foregoing description of the Merger Agreement and the
transactions contemplated by the Merger Agreement (including the
Merger and the Offer) is only a summary and is subject to, and
qualified in its entirety by reference to, the full text of the
Merger Agreement, which was previously filed as Exhibit 2.1 to
the Companys Current Report on Form 8-K filed with the SEC on
February22, 2017 and is incorporated by reference herein as
Exhibit 2.1 to this Current Report on Form 8-K.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information provided in the Introductory Note, Item2.01 and
Item 5.01 is incorporated herein by reference.
On March27, 2017, in connection with the consummation of the
Offer and the Merger, the Company (i)notified the NASDAQ Global
Market (NASDAQ) of the consummation of the Merger and
(ii)requested that NASDAQ (x)suspend trading of the Shares
effective before the opening of trading on March28, 2017, and
(y)file with the SEC a Form 25 Notification of Removal from
Listing and/or Registration to delist and deregister the Shares
under Section 12(b) of the Exchange Act. Parent intends to cause
to be filed with the SEC, on behalf of the Company, a Form 15
requesting that the Shares be deregistered under Section 12(g) of
the Exchange Act and that the Companys reporting obligations
under Sections 13 and 15(d) of the Exchange Act be terminated.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information provided in the Introductory Note and Item2.01 is
incorporated herein by reference.
On March 27, 2017, the Company issued and sold 25,000,000 Shares
(the Top-Up Shares) to Sub, which resulted in Sub owning
more than 90% of the outstanding Fully Diluted Shares (as such
term is defined in the Merger Agreement), in exchange for
$250,000.00 in cash, which amount represents the aggregate par
value of the Top-Up Shares, and a promissory note in the
principal amount of $1,974,750.00, reflecting the balance of the
purchase price of the Top-Up Shares. The Top-Up Shares were
issued and sold to Subs decision to exercise the Top-Up Option.
The issuance and sale of the Top-Up Shares were exempt from the
registration requirements of the Securities Act of 1933, as
amended (theSecuritiesAct), to Section 4(a)(2) of
the Securities Act, as it did not involve a public offering of
securities.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information provided in the Introductory Note and Items 2.01,
5.01 and 5.03 is incorporated herein by reference.
| Item5.01. | Changes in Control of Registrant. |
The information provided in the Introductory Note and Item 2.01,
3.01, 3.03 and 5.02 is incorporated herein by reference.
As a result of the Merger, a change of control of the Company
occurred on March27, 2017, and the Company thereby became an
indirect, wholly-owned subsidiary of Parent.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information provided in the Introductory Note and Item2.01 is
incorporated herein by reference.
to the terms of the Merger Agreement, as of March27, 2017, each
of the members of the board of directors of Sub immediately prior
to the Effective Time became a member of the board of directors
of the Company as of the Effective Time. The new members of the
Companys board of directors are Joshua Kobza and Jill Granat.
Information about Mr.Kobza and Ms.Granat has been previously
disclosed on Schedule I of the Offer to Purchase as filed with
the Tender Offer Statement on Schedule TO on February27, 2017. On
March27, 2017, each member of the Companys board of directors
ceased to be a member of the Companys board of directors and a
member of the committees of the Companys board of directors as of
the Effective Time.
As of March27, 2017, Alexandre Santoro was appointed as President
and Jacqueline Friesner was appointed to replace the current
Chief Accounting Officer of the Company. Mr.Santoro has served as
Chief Supply and Operations Officer of Parent since 2015. Prior
to that time, Mr.Santoro served in various positions of
increasing responsibility with America Latina Logistica from 2002
to 2015, a Brazilian railway line logistics company, including
CEO from 2013 to 2015. Information about Ms.Friesner has been
previously disclosed on Schedule I of the Offer to Purchase as
filed with the Tender Offer Statement on Schedule TO on
February27, 2017. As of the Effective Time of the Merger, all of
the Companys executive officers, other than Mr.Skehan, will cease
to be executive officers of the Company.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information provided in the Introductory Note and Item2.01 is
incorporated herein by reference.
In connection with the consummation of the transactions
contemplated by the Merger Agreement, the Companys then-existing
articles of incorporation, as amended and restated, and its
then-existing bylaws, as amended and restated, were each amended
and restated in their entirety, effective as of the Effective
Time. Copies of the articles of incorporation and bylaws of the
Company are filed as Exhibits 3.1 and 3.2 hereto and are
incorporated by reference into this Item 5.03.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit2.1 |
Agreement and Plan of Merger, dated as of February21, 2017, by and among Restaurant Brands International Inc., Restaurant Brands Holdings Corporation, Orange, Inc., and Popeyes Louisiana Kitchen, Inc. (incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K filed with the SEC on February22, 2017).* |
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| Exhibit 3.1 |
Amended and Restated Articles of Incorporation of Popeyes Louisiana Kitchen, Inc. |
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| Exhibit 3.2 |
Amended and Restated Bylaws of Popeyes Louisiana Kitchen, Inc. |
| * |
Schedules to the Agreement and Plan of Merger have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request. |
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| Date: March27, 2017 | POPEYES LOUISIANA KITCHEN, INC. | |||||
| By: |
/s/ Harold M. Cohen |
|||||
| Name: | Harold M. Cohen | |||||
| Title: |
General Counsel, Chief Administrative Officer and Corporate Secretary |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| Exhibit2.1 |
Agreement and Plan of Merger, dated as of February21, 2017, by and among Restaurant Brands International Inc., Restaurant Brands Holdings Corporation, Orange, Inc., and Popeyes Louisiana Kitchen, Inc. (incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February22, 2017). |
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| Exhibit 3.1 |
Amended and Restated Articles of Incorporation of Popeyes Louisiana Kitchen, Inc. |
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| Exhibit 3.2 |
Amended and Restated Bylaws of Popeyes Louisiana Kitchen, Inc. |
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Schedules to the Agreement and Plan of Merger have been omitted |
About Popeyes Louisiana Kitchen, Inc. (NASDAQ:PLKI)
Popeyes Louisiana Kitchen, Inc. operates and franchises quick-service restaurants (QSRs or restaurants) under the trade names Popeyes Louisiana Kitchen and Popeyes Chicken & Biscuits. The Company operates through two segments: franchise operations and company-operated restaurants. The franchise segment consists of domestic and international franchising activities. Within the QSR industry, it offers Louisiana style menu that features spicy chicken, chicken tenders, fried shrimp and other seafood, red beans and rice and other regional items. It operates and franchises approximately 2,539 Popeyes restaurants in over 48 states, the District of Columbia, three territories and 27 foreign countries. Its approximately 1,900 domestic franchised restaurants are concentrated in Texas, California, Florida, Louisiana, New York, Illinois, Georgia, Maryland, New Jersey, Virginia and Mississippi. Its approximately 569 international franchised restaurants are located in Turkey, South Korea and Canada. Popeyes Louisiana Kitchen, Inc. (NASDAQ:PLKI) Recent Trading Information
Popeyes Louisiana Kitchen, Inc. (NASDAQ:PLKI) closed its last trading session up +0.02 at 79.00 with 1,337,237 shares trading hands.