UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On March 28, 2025, FAT Brands Inc. (the “Company”) entered into an amendment to the whole business securitization credit facility of its Fazoli’s and Native Grill & Wings restaurant brands (the “Fazoli’s Securitization”) pursuant to Omnibus Amendment No. 1, dated as of March 28, 2025 (the “Omnibus Amendment”), by and among the Company, FAT Brands Fazoli’s Native I, LLC (the “Issuer”), the subsidiaries of the Issuer (the “Guarantors”), UMB Bank, N.A., as trustee and securities intermediary, and each noteholder under the Fazoli’s Securitization (the “Noteholders”).
The Omnibus Amendment amended the principal agreements under the Fazoli’s Securitization, consisting of the (i) Base Indenture, (ii) Series 2021-1 Supplement to Base Indenture, (iii) Management Agreement, (iv) Back-Up Management Agreement, and (v) Control Party Agreement, each dated December 15, 2021 (the “Amendment Documents”).
Pursuant to the Omnibus Amendment, the Company agreed with the Noteholders and the other parties to the Amendment Documents to the following material changes (all capitalized terms have the meanings given in the Base Indenture and Series 2021-1 Supplement, as applicable):
| ● | The “Anticipated Call Date” of all tranches of Notes issued under the Fazoli’s Securitization has been extended from July 2023 to October 2025. If the Issuer has not repaid or refinanced the Notes by the Anticipated Call Date, additional interest equal to 1.0% per annum will accrue on each tranche of Notes. | |
| ● | The “Anticipated Repayment Date” of the Class A-2 Notes has been extended from January 2025 to July 2026. If the Issuer has not repaid or refinanced the Class A-2 Notes by the Anticipated Repayment Date, additional interest equal to 2.5% per annum will accrue on the Class A-2 Notes. | |
| ● | Certain financial covenants tied to debt service coverage ratios or leverage ratios of the Issuer that, if triggered, could cause a “Rapid Amortization Event”, “Cash Flow Sweeping Event” or “Event of Default”, have been relaxed or deferred to dates in 2026. | |
| ● | The definition of “Permitted Asset Dispositions” in the Base Indenture has been amended to allow the disposition of leases and subleases of real estate which are producing negative cash flow and causing a material decrease in ongoing collections, including any sale of a Company Restaurant to a Franchisee for the conversion of a Company Restaurant to a Franchised Restaurant. This change is intended to permit the Company to refranchise all or a portion of its corporate-owned Fazoli’s restaurants. | |
| ● | Provided that the “Majority of Controlling Class Members” have the right to instruct the “Controlling Class Representative” for purposes of the Amendment Documents. | |
| ● | Conforming revisions were made to the other Amendment Documents consistent with the above changes. |
The above description of the Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Omnibus Amendment No. 1, dated March 28, 2025, by and among FAT Brands Inc., FAT Brands Fazoli’s Native I, LLC, the Guarantors named therein, UMB Bank, N.A., as trustee and securities intermediary, and each Noteholder named therein. | |
| 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.
Date: April 3, 2025
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||