FAT Brands Provides Update to Warrant Holders in connection with Twin Hospitality Spin-Off

LOS ANGELES, Jan. 23, 2025 (GLOBE NEWSWIRE) -- FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ:FAT), a leading global franchising company, previously announced a partial spin-off of its subsidiary, Twin Hospitality Group Inc. ("Twin Hospitality"), in the form of a special stock dividend to FAT Brands' common stockholders. As announced, the dividend will consist of 0.1520207 shares of Class A Common Stock of Twin Hospitality ("Twin Common Stock") for each one share of FAT Brands Class A Common Stock and Class B Common Stock outstanding as of the close of trading on January 27, 2025 (the "record date").

Holders of FAT Brands' outstanding Warrants (NASDAQ:FATBW) who wish to receive the distribution of Twin Common Stock must exercise their Warrants for FAT Brands Class A Common Stock in advance of the record date. Warrants that are not exercised prior to the record date will not receive the distribution of Twin Common Stock, but instead will have their exercise price adjusted downward. The current exercise price of the Warrants is $2.2142, which will be adjusted downward immediately following the record date by an amount equal to the fair market value of the Twin Common Stock distributed to holders of FAT Brands Class A Common Stock, divided by the sum of all shares of FAT Brands Class A Common Stock outstanding on the record date plus the number of unexercised Warrants on the record date, but not below zero.

Based on an external valuation of Twin Hospitality received by FAT Brands, we expect that the fair market value of Twin Common Stock will be set at $20.00 per share for purposes of the Warrant adjustment, resulting in a downward adjustment of the Warrant exercise price in excess of $2.2142. As a result, we expect that the Warrant exercise price will be adjusted to zero immediately following the record date.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results, including the anticipated value of the spin-off shares discussed in this press release, to differ materially from the results expressed or implied in such forward-looking statements. We refer you to the Information Statement furnished in a Form 8-K by Twin Hospitality Group Inc. and the documents filed by FAT Brands Inc. from time to time with the Securities and Exchange Commission for a discussion of these risks, uncertainties and contingencies. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

Investor Relations:

ICR

Michelle Michalski

[email protected]

646-277-1224

Media Relations:

FAT Brands Inc.

Erin Mandzik

[email protected]

860-212-6509

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