WINGSTOP INC. (NASDAQ:WING) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On November 6, 2018, Wingstop Inc. (the “Company”) and certain of its indirect wholly owned subsidiaries, Wingstop Restaurants Inc., a Texas corporation (“Wingstop Restaurants”), Wingstop Funding LLC, a Delaware limited liability company (the “Issuer”), Wingstop Guarantor LLC, a Delaware limited liability company (“Wingstop Guarantor”), and Wingstop Franchising LLC, a Delaware limited liability company (“Wingstop Franchisor” and, together with the Company, Wingstop Restaurants, the Issuer and Wingstop Guarantor, the “Wingstop Parties”), entered into a Purchase Agreement, dated as of November 6, 2018 (the “Purchase Agreement”), with Barclays Capital Inc. (the “Initial Purchaser”), to which, among other things, the Issuer, a special purpose subsidiary of the Company, has agreed to issue and sell $320 million of its Series 2018-1 4.97% Fixed Rate Senior Secured Notes, Class A-2 (the “Notes”), in a privately placed securitization transaction under a new indenture to be executed by the Issuer. The offering of Notes was upsized from the previously announced amount of approximately $300 million.
Interest payments on the Notes are payable on a quarterly basis. The legal final maturity date of the Notes is in December of 2048, but, unless earlier prepaid to the extent permitted under the indenture that will govern the Notes, the anticipated repayment date of the Notes will be in December 2023. If the Issuer has not repaid or refinanced the Notes prior to the anticipated repayment date, additional interest will accrue on the Notes in an amount equal to the greater of (A)5.00%per annum and (B)a per annum interest rate equal to the excess, if any, by which the sum of (i)the yield to maturity (adjusted to a quarterly bond-equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii)5.00%, plus (iii) 1.814%, exceeds the original interest rate of the Notes.
The Purchase Agreement includes customary representations, warranties and covenants by the Wingstop Parties. It also provides that the Wingstop Parties will jointly and severally indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the sale of the Notes is expected to occur on Wednesday, November 14, 2018, subject to the satisfaction of various closing conditions specified in the Purchase Agreement.
The Initial Purchaser and its affiliates have, from time to time, performed and may in the future perform various advisory, structuring, investment banking, and commercial banking services for the Wingstop Parties for which they received or will receive customary fees and expenses.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This report shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering or sale would be unlawful. This report contains information about pending transactions, and there can be no assurance that these transactions will be completed.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Wingstop Inc. ExhibitEX-10.1 2 a101purchaseagreementdated.htm EXHIBIT 10.1 Exhibit EXECUTION VERSIONWINGSTOP FUNDING LLCWINGSTOP GUARANTOR LLCWINGSTOP FRANCHISING LLC $320,…To view the full exhibit click here
About WINGSTOP INC. (NASDAQ:WING)
Wingstop Inc. is a franchisor and operator of restaurants that specialize in cooked-to-order, hand-sauced and tossed chicken wings. The Company offers its guests with over 11 flavors on bone-in and boneless chicken wings paired with hand-cut, seasoned fries and sides. It is a casual chicken wings-focused restaurant chain with various concepts, which include wings as add-on menu items or focus on wings in a bar or sports-centric setting. The flavors include Atomic, Mango Habanero, Cajun, Louisiana Rub, Mild, Hickory Smoked BBQ, Lemon Pepper, Garlic Parmesan, Hawaiian and Teriyaki. It offers various order options, including eat-in, to go, individual, combo meals and family packs. It operates through two segments: Franchise and Company. The Franchise segment consists of its domestic and international franchise restaurants, which represent the majority of its system-wide restaurants. The Company segment consists of company-owned restaurants, which are located only in the United States.
