Wingstop Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$WING
Restaurants
Consumer Discretionary
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): November 19, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(972 ) 686-6500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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| Item 1.01. | Entry into a Material Definitive Agreement | ||||
On November 19, 2024, 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 19, 2024 (the “Purchase Agreement”), with Morgan Stanley & Co. LLC and Barclays Capital Inc. (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), pursuant to which, among other things, the Issuer, a special purpose subsidiary of the Company, has agreed to issue and sell $500 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the “Notes”), in a privately placed securitization transaction under an amended and restated indenture to be executed by the Issuer.
Interest payments on the Notes are payable on a quarterly basis. The legal final maturity date of the Notes is in December of 2054, 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 2031. 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 the following exceeds the original interest rate of the Notes (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) 1.60%.
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 Purchasers 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 Tuesday, December 3, 2024, subject to the satisfaction of various closing conditions specified in the Purchase Agreement.
The Initial Purchasers and their 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 | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
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.
| Wingstop Inc. | ||||||||||||||
| Date: | November 20, 2024 | By: | /s/ Alex R. Kaleida | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||