UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2021

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38250

82-1302696

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA

90212

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 319-1850

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	FAT	The Nasdaq Stock Market LLC
Class B Common Stock	FATBB	The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock	FATBP	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	FATBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry Into a Material Definitive Agreement.

On August 31, 2021, FAT Brands Inc. (the “Company”), Twin Peaks Holdings, LLC (“Seller”) and Twin Peaks Buyer, LLC (“Twin Peaks”) entered into a Unit Purchase Agreement (the “Purchase Agreement”), on the terms and subject to the conditions of which the Company agreed to acquire all of the outstanding equity interests of Twin Peaks from Seller (the “Transaction”). Twin Peaks and its subsidiaries franchise and operate a chain of 83 sports lodge restaurants located in 25 states.

The purchase price for the Transaction will be $300,000,000, payable by the Company at closing (the “Closing”) in the form of $232,500,000 in cash (including amounts used to repay certain indebtedness and transaction expenses of Twin Peaks) and $67,500,000 in shares of the Company’s Series B Cumulative Preferred Stock (the “Preferred Stock Consideration”), subject to certain adjustments pursuant to the terms of the Purchase Agreement. The number of shares deliverable as the Preferred Stock Consideration will be determined based on the volume-weighted average trading price of the Series B Cumulative Preferred Stock for a period of ten full trading days immediately preceding the date of the Closing. Following the Closing, the parties will cooperate to finalize certain customary adjustments to the purchase price with respect to working capital, cash, indebtedness and transaction expenses.

The Company has agreed to register for resale the Preferred Stock Consideration to be issued to Seller at Closing and to maintain the effectiveness of such registration for up to six years. At Closing, the Company and Seller will enter into a Put/Call Agreement (the “Put/Call Agreement”) with respect to the Preferred Stock Consideration pursuant to which the Company will have the right to call from Seller, and Seller will have the right to put to the Company, $42,500,000 of the Preferred Stock Consideration (the “Initial Put/Call Shares”) on March 31, 2022 (or any time prior to such date in the event of a call), and $25,000,000 of the Preferred Stock Consideration (the “Secondary Put/Call Shares”) on September 30, 2022 (or any time prior to such date in the event of a call), plus any accrued but unpaid dividends thereon. Any amounts that are not paid when due under the Put/Call Agreement will accrue interest at the rate of 10.0% per annum, payable monthly. The Put/Call Agreement will also include a lock-up provision under which Seller will not be permitted to offer, sell or transfer any interest in the Initial Put/Call Shares until March 31, 2022 and the Secondary Put/Call Shares until September 30, 2022, subject to certain exceptions.

The completion of the Transaction is subject to certain customary closing conditions, including the absence of any governmental order or injunction prohibiting any of the transactions contemplated by the Purchase Agreement. The applicable waiting period for the parties’ notification filings under the Hart-Scott-Rodino Antitrust Improvements Act has expired without any requests for additional information. The obligations of the parties to consummate the Transaction are also subject to certain additional closing conditions, including (i) the accuracy of the representations and warranties of the other parties in the Purchase Agreement (subject to certain materiality qualifiers) and (ii) the other parties’ compliance in all material respects with their respective covenants and agreements contained in the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. The covenants include, among others, that (i) Twin Peaks is obligated to operate its business in the ordinary course, subject to certain conditions, between the execution of the Purchase Agreement and the Closing, and (ii) Twin Peaks agrees not to engage in certain transactions between the execution of the Purchase Agreement and the Closing, except with the prior written consent of the Company. Seller and the Company are required to use their commercially reasonable efforts to satisfy their respective closing conditions.

The Purchase Agreement may be terminated prior to the Closing upon the occurrence or non-occurrence of certain events, including by the Company or Seller if the Closing has not occurred on or before December 29, 2021, provided that no such termination may be made by a party if the failure to close shall be caused by the action or inaction of the terminating party. In addition, if the Purchase Agreement is terminated by Seller or Twin Peaks due to the Company’s breach of the Purchase Agreement or failure to close the Transaction within certain timeframes, the Company will be required to pay to Seller a termination fee equal to $6,000,000.

The foregoing descriptions of the Purchase Agreement and Put/Call Agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of the Purchase Agreement and form of Put/Call Agreement, which are filed herewith as Exhibit 2.1 and Exhibit E thereto, respectively, and incorporated herein by this reference. The Purchase Agreement and form of and Put/Call Agreement have been filed to provide stockholders of the Company with information regarding their terms. They are not intended to provide any other information about the Company, Twin Peaks or Seller or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by the Company, Twin Peaks and Seller which were made solely for the benefit of the other parties to the Purchase Agreement and (i) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered to the other parties in connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies, and creates exceptions to the representations, warranties, and covenants set forth in the Purchase Agreement, (ii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder of the Company may view as material, and (iii) may have been made only as of the date of the Purchase Agreement or as of another date specified in the Purchase Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders of the Company should not rely upon representations and warranties of the parties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Seller, Twin Peaks or their respective subsidiaries and affiliates.

Item 7.01 Regulation FD Disclosure.

On September 1, 2021, the Company issued a press release announcing that it has entered into a definitive agreement to acquire Twin Peaks. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the attached Exhibit 99.1, is being furnished and shall not be deemed to be “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 that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K, including exhibits filed or furnished herewith, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the ability of the Company to complete the acquisition of Twin Peaks and open new stores under development, the future financial performance and growth of the Company following the acquisition of Twin Peaks, including expectations of the Company’s EBITDA, unit volumes and system-wide sales following the acquisition, and the Company’s ability to conduct future accretive and successful acquisitions. Forward-looking statements reflect the Company’s expectations concerning the future and are subject to significant business, economic and competitive risks, uncertainties and contingencies including, but not limited to, the Company’s ability to successfully integrate and exploit the synergies of the acquisition of Twin Peaks, the Company’s ability to grow and expand revenues and earnings following the acquisition, and uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic. These risks, uncertainties and contingencies are difficult to predict and beyond the Company’s control, and could cause the Company’s actual results to differ materially from those expressed or implied in such forward-looking statements. We refer you to the documents that the Company files from time to time with the Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks, uncertainties and contingencies. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
2.1 *		Unit Purchase Agreement, dated August 31, 2021, by and among FAT Brands Inc., Twin Peaks Holdings, LLC, and Twin Peaks Buyer, LLC
99.1		Press release of FAT Brands Inc., dated September 1, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any omitted schedules upon request by the Securities and Exchange Commission; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 2, 2021

	FAT Brands Inc.

	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

FAT Brands Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits