FAT Brands Launches Preferred Stock Offering
Order up! FAT Brands is now accepting investments
September 16, 2019 // Franchising.com // LOS ANGELES - FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”), a leading global restaurant franchising company, today announced its offering of up to $30,000,000 of non-convertible 8.25% Series B Cumulative Preferred Stock and common stock purchase warrants. The Company’s Offering Statement filed with the Securities and Exchange Commission (SEC) has been qualified and investors may now invest at www.banq.co/fat. The Offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended for Tier 2 Offerings, and available to retail and institutional investors. The Company intends to use the net proceeds of the Offering to refinance existing indebtedness, as well as for general working capital and future acquisitions.
“We are pleased that FAT Brands is one of the first companies to execute a follow-on offering using the Regulation A process,” said Andy Wiederhorn, CEO and Founder of FAT Brands. “This preferred stock offering brings new, long-term, lower cost capital to the Company while providing an 8.25% dividend to investors. Eliminating existing debt and using additional proceeds for our next acquisition will further the execution of our business plan and growth strategy.”
The Company will offer up to 1,200,000 shares of 8.25% Series B Cumulative Preferred Stock (the “Series B Preferred Stock”) and warrants (the “Warrants”) initially exercisable to purchase an aggregate of up to 720,000 shares of Common Stock (NASDAQ: FAT). Each share of Series B Preferred Stock will be accompanied by a Warrant to purchase 0.60 shares of Common Stock at an exercise price of $8.50 per share. The shares of Series B Preferred Stock and accompanying Warrants are being offered at $25.00, for an aggregate offering amount of up to $30,000,000. Each Warrant will be immediately exercisable, and will expire on the five-year anniversary of the date of issuance. The Offering will close on a rolling basis, subject to customary closing conditions.
Investors in the Series B Preferred Stock will be entitled to receive cash dividends of $2.0625 per share each year, which is equivalent to 8.25% of the $25.00 purchase price per share. Dividends on the Series B Preferred Stock will be payable quarterly in arrears based on the Company’s fiscal quarters. The Series B Preferred Stock may not be redeemed by the Company prior to the first anniversary of the initial issuance date. After the first anniversary of the initial issuance date, the Company may redeem the Series B Preferred Stock at 110% of liquidation preference plus accrued dividends prior to the second anniversary, at 105% prior to the third anniversary, and at 100% thereafter. The Series B Preferred Stock will mature on the five-year anniversary of the initial issuance date.
TriPoint Global Equities, LLC (“TriPoint”), working with its online division BANQ® (www.banq.co), and Digital Offering, LLC (“Digital Offering”) will act as the lead managing selling agents for the Offering. TriPoint will act as the book-running manager, and Digital Offering the co-manager.
Individuals interested in learning more about the FAT Brands Regulation A+ investment opportunity can invest now at www.banq.co/fat. For additional information on FAT Brands Inc., the offering and any other related topics, please review the Form 1-A Offering Circular that can be found at the SEC’s website at the following address: https://www.sec.gov/cgi-bin/browse-edgar?company=fat+brands&owner=exclude&action=getcompany.
About FAT (Fresh. Authentic. Tasty.) Brands
FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual and casual dining restaurant concepts around the world. The Company currently owns eight restaurant brands: Fatburger, Buffalo’s Cafe, Buffalo’s Express, Hurricane Grill & Wings, Elevation Burger, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises over 380 units worldwide.
For more information, please visit www.fatbrands.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and operating results of the Company, our future acquisitions and growth strategy, and our ability to pay cash dividends. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "forecast," and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements. We refer you to the Offering Statement on Form 1-A filed by the Company with the SEC in connection with the offering, and the other reports that we file with the SEC on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.
The offering will be made only by means of an offering circular. An offering statement on Form 1-A relating to these securities has been filed with the U.S. Securities and Exchange Commission and has become qualified. The securities offered by FAT Brands Inc. are speculative. Investing in shares of FAT Brands Inc. involves significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. FAT Brands currently trades on NASDAQ and doing so entails significant ongoing corporate obligations including, but not limited to, disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards. The shares underlying the warrants will, if the offering is successful, trade on NASDAQ. The Preferred shares will not trade and no liquid market will be available.
For additional information on FAT Brands Inc., the offering and any other related topics, please review the Form 1-A offering circular that can be found at the following location (https://www.sec.gov/cgi-bin/browse-edgar?company=fat+brands&owner=exclude&action=getcompany). Additional information concerning Risk Factors related to the offering, including those related to the business, government regulations, intellectual property and the offering in general, can be found at the following location (https://banq.co/fb/data/FAT_Form_1A_RISK_FACTOR_EXTRACT.PDF).
Raphael Gross/Fitzhugh Taylor
SOURCE FAT Brands
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