Krispy Kreme Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 17, 2024 (the “Effective Date”), Insomnia Cookies Holdings, LLC (“Insomnia”), a Delaware limited liability company and indirect subsidiary of Krispy Kreme, Inc. (the “Company”), entered into a Unit Purchase Agreement (the “Agreement”) with (i) Mistral Sleepless Holdings, LLC, a Delaware limited liability company (“Mistral”), and (ii) Verlinvest Cookies Holdings, Inc., a Delaware corporation (“Verlinvest”), in connection with a recapitalization of Insomnia.
Pursuant to the terms and conditions of the Agreement, Insomnia issued and sold preferred interest membership units of Insomnia (i) to Mistral for an aggregate purchase price payment of $62.1 million and (ii) to Verlinvest for an aggregate purchase price payment of $78.5 million, in a simultaneous sign and close transaction (the “Transaction”).
In addition, Insomnia and Krispy Kreme Doughnut Corporation (“KKDC”), a North Carolina corporation and an indirect, wholly owned subsidiary of the Company, redeemed 1,010,027 Insomnia Common Units held by KKDC in exchange for $127.4 million. Following the consummation of the redemption, the Company indirectly owns approximately 34% of Insomnia.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement.
On July 22, 2024, the Company issued a press release announcing the Transaction. A copy of such press release is attached as Exhibit 99.1 and is also available on the Company’s website at investors.krispykreme.com.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Substantially concurrently with the Transaction, Insomnia and KKDC entered into agreements with each of Michael Tattersfield and Joshua Charlesworth providing for the cancellation of all of the restricted equity units (“REUs”) awarded to such executive under Insomnia’s Executive Ownership Plan in exchange for a lump-sum cash payment (the “REU Cash-Out”). In the REU Cash-Out, Mr. Tattersfield received $1.98 million for the cancellation of his 15,699 REUs and Mr. Charlesworth received $0.49 million for the cancellation of his 3,925 REUs.
Item 8.01. Other Events.
In connection with the Transaction, Insomnia as borrower entered into an Intercompany Loan Agreement with KKDC as creditor, dated July 17, 2024, in the amount of $45 million (the “Loan”). The maturity date of the Loan is the earlier of (a) 5.5 years and (b) Insomnia’s refinancing of its debt sufficient to pay the Loan in full.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. | Description | ||||||||||
| 99.1 | |||||||||||
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, hereunto duly authorized.
KRISPY KREME, INC.
Dated: July 22, 2024
By: /s/ Joshua Charlesworth
| Name: | Joshua Charlesworth | ||||
| Title: | President and Chief Executive Officer | ||||