Spin-off - Fat Brands, Inc
Form Type: 8-K
Filing Date: 2025-03-24
Corporate Action: Spin-off
Type: New
Accession Number: 000164117225000309
Filing Summary: On January 16, 2025, FAT Brands Inc. announced a special stock dividend to its common stockholders, distributing shares of Class A Common Stock of Twin Hospitality Group Inc. This distribution, completed on January 29, 2025, involved holders of FAT Common Stock receiving 0.1520207 shares of Twin Common Stock for each share held on the record date. Following the distribution, NASDAQ adjusted the opening trading price of FAT Common Stock downwards by $2.599553 per share. To account for this adjustment, the exercise price of outstanding warrants was also reduced accordingly. On March 18, 2025, the Board approved a reduction in the exercise price of all outstanding stock options held by officers, directors, and employees as of the Distribution Date, impacting both unvested and vested but unexercised options under the Company’s 2017 Omnibus Equity Incentive Plan.
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Additional details:
Item 5 02 Event: special stock dividend
Distribution Date: 2025-01-29
Ex Dividend Date: 2025-01-30
Adjusted Exercise Price Reduction: $2.599553
Form Type: S-3
Filing Date: 2025-02-06
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225005233
Filing Summary: FAT Brands Inc. filed a Form S-3 registration statement with the U.S. SEC on February 6, 2025. This document outlines the company's intent to offer various securities including Class A Common Stock, preferred stock, debt securities, warrants, subscription rights, and units, with an aggregate offering amount not exceeding $460,000,000. The registration allows for delayed or continuous securities offerings under Rule 415 of the Securities Act. The company disclosed that on this date, it had also executed a spin-off, distributing approximately 5% of the shares of Class A Common Stock of its subsidiary, Twin Hospitality Group Inc., which became a standalone public company under the ticker symbol 'TWNP'. The filing emphasizes the company’s model as a franchisor and outlines its growth strategies, financial metrics, and the risk factors associated with their operations.
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Class A Common Stock: offering of Class A Common Stock
Preferred Stock: offering of preferred stock
Debt Securities: offering of debt securities
Warrants: offering of warrants
Subscription Rights: offering of subscription rights
Units: offering of units
Aggregate Amount: $460,000,000
Spin Off Details: 5% of Twin Hospitality's shares distributed to common stockholders, now under ticker 'TWNP'
Form Type: S-3
Filing Date: 2025-02-06
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225005237
Filing Summary: On February 6, 2025, FAT Brands Inc. filed a Form S-3 Registration Statement with the SEC to register the resale of 2,259,354 shares of Class A Common Stock by the Selling Stockholder. These shares were originally issued in connection with the acquisition of Global Franchise Group, LLC in 2021. The filing indicates that the Selling Stockholder may offer these shares through public or private transactions at various prices. This registration statement is being filed under a 'shelf' registration process, allowing the Selling Stockholder to sell the shares at a later date. Additionally, FAT Brands announced a recent spin-off of approximately 5% of the fully-diluted shares of Class A Common Stock of its subsidiary, Twin Hospitality Group Inc., which has become a standalone publicly traded company. The Class A Common Stock of Twin Hospitality began trading on the Nasdaq Global Market under the ticker symbol 'TWNP'. The document includes cautionary statements regarding forward-looking statements and the risks associated with investing in Class A Common Stock of FAT Brands.
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Additional details:
Approximate Date Of Commencement Of Proposed Sale: From time to time after the effective date of this Registration Statement.
Selling Stockholder Name: Not specified
Number Of Shares: 2,259,354
Shares Issued On: July 22, 2021 and August 23, 2021
Additional Information About Acquisition: The shares were issued to an affiliate of the Selling Stockholder in connection with the acquisition by FAT Brands of Global Franchise Group, LLC.
Trading Symbol: FAT
Closing Price On Previous Day: $3.58
Spin Off Percentage: 5%
Spin Off Ticker Symbol: TWNP
Form Type: 8-K
Filing Date: 2025-01-30
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225004252
Filing Summary: On January 29, 2025, FAT Brands Inc. completed the spin-off of approximately 5% of the fully-diluted shares of Class A Common Stock of its subsidiary, Twin Hospitality Group Inc., as a pro rata dividend to FAT Brands Common Stockholders of record as of January 27, 2025. Each FAT Brands stockholder received 0.1520207 shares of Twin Common Stock for each share held. Twin Hospitality is now an independent, publicly traded company, with its Class A Common Stock trading on the Nasdaq under the ticker TWNP. The spin-off involved a Master Separation and Distribution Agreement and a Tax Matters Agreement, which delineate the operational and tax responsibilities post-spin-off. FAT Brands exchanged its founder’s shares in Twin Hospitality for Class A and Class B shares of Twin Hospitality, and certain ongoing rights were established regarding share registration and appointments to the board of directors. The Master Separation Agreement includes provisions for indemnities and the management of tax obligations as well as restrictions on employee solicitation between the two entities for two years.
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Additional details:
Record Date: 2025-01-27
Share Exchange Ratio: 0.1520207
New Ticker Symbol: TWNP
Separation Agreement Date: 2025-01-24
Spin Off Date: 2025-01-29
Form Type: 8-K
Filing Date: 2025-01-17
Corporate Action: Spin-off
Type: New
Accession Number: 000149315225002733
Filing Summary: On January 16, 2025, FAT Brands Inc. announced that its Board of Directors has declared a special stock dividend to the common stockholders of shares of Class A Common Stock (‘Twin Common Stock’) of Twin Hospitality Group Inc. The distribution will be on a pro rata basis to holders of Class A and Class B Common Stock as of the close of trading on January 27, 2025, with a distribution of 0.1520207 share of Twin Common Stock for each share of the Company’s common stock. The shares are expected to be delivered after the close of trading on January 29, 2025, and will trade on the Nasdaq Global Market as ‘TWNP’. Holders of Warrants must exercise them before the record date to receive shares; otherwise, their exercise price will be adjusted downward.
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Additional details:
Class A Dividend: 0.1520207
Record Date: 2025-01-27
Distribution Date: 2025-01-29
Current Warrant Exercise Price: 2.2142
Form Type: 8-K
Filing Date: 2024-11-25
Corporate Action: Spin-off
Type: New
Accession Number: 000149315224047552
Filing Summary: The announcement outlines the restructuring of FAT Brands’ Twin Peaks and Smokey Bones brands under a new holding company, Twin Hospitality Group Inc., as a precursor to its planned listing as a standalone public entity. The refinancing of their credit facility involves significant financial restructuring rather than a distribution of shares typical of a spin-off. The context seems to indicate a shift towards facilitating growth rather than a direct spin-off in the traditional sense.
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Additional details:
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Parent Cik: 1705012
File Number: 001-38250
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