Lucky Strike Entertainment Corporation filed SEC Form 8-K: Regulation FD Disclosure, Other Events
$LUCK
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 10, 2025
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| Item 7.01 | Regulation FD Disclosure. | ||||
Preliminary Same Store Results
On September 10, 2025, Lucky Strike Entertainment Corporation (the “Company”) provided the following information to prospective investors in the offering described below:
For the month of July and August 2025, same-store-sales growth of U.S. comparable centers was positive as compared to the monthly periods ended July 2024 and August 2024. Total revenue growth for the month of July 2025 and August 2025 represented double-digit growth as compared to the monthly periods of July 2024 and August 2024.
The preliminary financial information presented above is unaudited, subject to completion and based on information available to management as of September 10, 2025. The preliminary financial information above is based on management’s internal reporting and is subject to change during the period remaining in the quarter as well as subject to adjustment for quarter-end closing procedures (which have not been completed) and any such changes could be material. As a result, the preliminary financial information should not be viewed as a substitute for full quarterly financial statements prepared in accordance with GAAP. We have prepared the preliminary financial information included above, and our independent registered public accounting firm has not performed any audit, review or set of procedures with respect to such financial information. An audit, review or set of procedures of such financial information could result in changes to these preliminary results. Actual results of operations may be materially different from the results of operations provided herein, and you should not place undue reliance on these preliminary results of operations. We undertake no obligation to update this information. The preliminary financial information presented above is not necessarily indicative of results of operations for any future period.
The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. | ||||
Refinancing Transactions
On September 10, 2025, the Company announced that its wholly-owned subsidiary, Kingpin Intermediate Holdings LLC, a Delaware limited liability company (the “Issuer”), launched an offering of $700 million aggregate principal amount of new senior secured notes due 2032 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act.
Substantially concurrently with the commencement of the offering of the Notes, the Company, the Issuer and certain of the Company’s other subsidiaries launched a refinancing of their corporate term loan and revolving credit facility, whereby the Company seeks to enter into a refinanced credit agreement (the “Credit Agreement”) to provide for a new U.S. dollar term loan facility with an anticipated initial principal amount of $1,000 million (the “New Term Loan Facility”) and a refinanced revolving credit facility that is expected to initially include commitments of approximately $400 million (the “New Revolving Credit Facility” and, together with the New Term Loan Facility, the “New Senior Secured Credit Facilities”).
The net proceeds from the offering of the Notes, along with the expected net proceeds from the New Senior Secured Credit Facilities, are expected to repay all indebtedness currently outstanding under the Company’s existing corporate term loan, bridge loan and revolving credit facilities, and to pay related fees and expenses. The excess proceeds from this offering and the New Term Loan Facility will be used for general corporate purposes.
The Notes will be, jointly and severally, unconditionally guaranteed on a senior secured basis by the Company and each of the Company’s subsidiaries (other than the Issuer) that is a borrower or a guarantor under the New Senior Secured Credit Facilities. The Notes and the related guarantees will be secured on a first-priority basis (subject to customary exceptions) by liens on the same assets that secure the New Senior Secured Credit Facilities.
The foregoing transactions are subject to market and other conditions. There can be no assurance that the Company will be able to successfully complete the transactions on the terms described above, or at all.
The Notes will not be registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.
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Cautionary Note Regarding Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risk, assumptions, and uncertainties, such as statements of our plans, objectives, expectations, intentions, and forecasts. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs, and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: our ability to design and execute our business strategy; changes in consumer preferences and buying patterns; our ability to compete in our markets; the occurrence of unfavorable publicity; risks associated with long-term non-cancellable leases for our locations; our ability to retain key managers; risks associated with our substantial indebtedness and limitations on future sources of liquidity; our ability to carry out our expansion plans; our ability to successfully defend litigation brought against us; failure to hire and retain qualified employees and personnel; cybersecurity breaches, cyber-attacks and other interruptions to our and our third-party service providers’ technological and physical infrastructures; catastrophic events, including war, terrorism and other conflicts; public health emergencies and pandemics, such as the COVID-19 pandemic, or natural catastrophes and accidents; fluctuations in our operating results; economic conditions, including the impact of increasing interest rates, inflation and recession; and other factors described under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on August 28, 2025, as well as other filings that the Company will make, or has made, with the SEC, such as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, except as required by applicable law.
SIGNATURE
Pursuant 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.
| LUCKY STRIKE ENTERTAINMENT CORPORATION | ||||||||
Date: September 10, 2025 | By: | /s/ Robert M. Lavan | ||||||
Name: | Robert M. Lavan | |||||||
Title: | Chief Financial Officer | |||||||