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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): March 19, 2026
FAT
Brands Inc.
Twin
Hospitality Group Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
Delaware |
|
001-38250
001-42395 |
|
82-1302696
99-1232362 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
9720
Wilshire Blvd., Suite 500, Beverly Hills, CA
5151
Belt Line Road, Suite 1200, Dallas, TX |
|
90212
75254 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (310) 319-1850
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
As
previously reported, on January 26, 2026, FAT Brands Inc. (the “Company”) and each of its direct and indirect subsidiaries,
including Twin Hospitality Group Inc. (collectively, the “Debtors”), commenced voluntary cases under chapter 11 of
title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy
Court”) under the jointly administered caption of In re Fat Brands Inc., et al., Case Number 26-90126 (ARP) (the “Chapter
11 Cases”). This Current Report on Form 8-K is being filed jointly by the Company and Twin Hospitality Group Inc. (“TWNP”).
Information
filed with the Bankruptcy Court in connection with the Chapter 11 Cases is accessible on the website of the Debtors’ claims and
noticing agent at https://cases.omniagentsolutions.com/?clientId=3773. Such information is not part of this Current Report on
Form 8-K. The Debtors intend to use this website, in addition to their press releases, SEC filings and other public communications, as
a means of disclosing certain material non-public information and complying with certain applicable disclosure obligations.
Item
1.01 Entry Into a Material Definitive Agreement.
Stipulation
and Agreed Order
In
connection with the Chapter 11 Cases, on March 19, 2026, the Debtors entered into that certain Amended and Restated Stipulation and Agreed
Order Regarding Mediated Agreement (the “Stipulation”) by and among the Debtors, Andrew Wiederhorn (the “Executive”),
an ad hoc group of certain holders of the Debtors’ securitization notes (the “Ad Hoc Group”), Moelis & Company
LLC (“Moelis”), and the official committee of unsecured creditors in the Chapter 11 Cases (the “Committee”).
The
Stipulation provides for the transition of senior management of the Company and preparation of the Company to enter into debtor-in-possession
financing facilities to be provided by investment funds affiliated with members of the Ad Hoc Group. The Stipulation provides that the
Executive will take a temporary leave of absence from the Debtors beginning on the effective date of the Stipulation and ending on the
later of (a) the closing of the sale of substantially all of the Debtors’ restaurant chains and franchise operations and (b) consummation
of a confirmed chapter 11 plan for the Company. The Stipulation also provides for aggregate payments of up to $5.0 million to the Executive,
funded through the DIP Facilities (as defined below) and payable in installments through July 2026. All existing employment and related
agreements between the Company and the Executive terminated as of the effective date of the Stipulation, and such payments will constitute
full satisfaction of the Company’s obligations to the Executive (subject to limited exceptions, including certain indemnification
rights).
The
Stipulation also provided that (a) all members of the Executive’s family employed by the Company were terminated as of the Settlement
Effective Date and will receive accrued compensation through termination, (b) Moelis will withdraw its retention application, receive
no further fees, and will be indemnified by the Debtors, and (c) the Debtors and Committee will provide releases in favor of Moelis and
its affiliates, subject to customary exceptions. The Ad Hoc Group also agreed to withdraw their pending motions, including motions seeking
appointment of a chapter 11 trustee in the Chapter 11 Cases and suspension of the Executive.
The
material conditions precedent to performance of the parties under the Stipulation were satisfied on March 19, 2026 upon the (a) entry
of an order by the Bankruptcy Court authorizing and approving the Stipulation and (b) entry of an interim order by the Bankruptcy Court
(the “Interim DIP Order”) approving the DIP Facilities, with a budget reflecting the payments due to the Executive
and all unpaid fees and compensation due to members of the Boards of Directors of the Company and TWNP (other than the Special Committee
Directors (as defined below)), subject to the resignation of such directors from their respective boards.
Pursuant
to the Stipulation, on March 19, 2026, the Executive took a leave of absence as an officer and employee of the Debtors, and the Company
terminated the employment of Thayer Wiederhorn (Chief Operating Officer), Taylor Wiederhorn (Chief Development Officer) and Mason Wiederhorn
(Chief Brand Officer). Also on March 19, 2026, the Company’s Board of Directors (the “Board”) voted to reduce
the size of the Board from fifteen to two persons, and all members of the Board, other than Patrick Bartels and Neal Goldman (the “Special
Committee Directors”), submitted written resignations from the Board effective as of the Stipulation Date. All directors of
TWNP, other than the Special Committee Directors, also submitted their written resignations from the Board of Directors of TWNP on such
date. The Special Committee Directors, who were appointed on January 26, 2026 to serve as independent directors on the Board to oversee
certain restructuring matters, remain as the sole directors of the Company and the other Debtors, including TWNP.
The
foregoing description of the Stipulation does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Stipulation, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
DIP
Financing
In
accordance with the Interim DIP Order, effective as of March 25, 2026, the Company and TWNP obtained the DIP Facilities by entering into
that certain Debtor-In-Possession Credit Agreement (the “DIP Credit Agreement”) by and among (a) the Company, (b)
TWNP, (c) the other guarantors from time to time party thereto (d) FAT Brands Royalty I, LLC,
FAT Brands Fazoli’s Native I, LLC and FAT Brands GFG Royalty I, LLC (collectively,
the “FBG DIP Borrowers”), (e)
Twin Hospitality I, LLC (the “Twin DIP Borrower”), (f) the lenders from time to time party thereto (collectively,
the “DIP Lenders”), and (g) UMB Bank, N.A., as administrative agent and collateral agent (the “DIP Agent”).
The
DIP Credit Agreement provides for two senior secured superpriority debtor-in-possession multiple draw term loan facilities (each, a “DIP
Facility” and together, the “DIP Facilities”) in a combined aggregate principal amount of up to approximately
$307.6 million. The first facility, referred to as the FBG DIP Facility, provides for up to $184.6 million to the FBG DIP Borrowers,
including approximately $46.1 million of new money term loans and approximately $138.4 million of roll-up loans in respect of certain
prepetition secured indebtedness. The second facility, referred to as the Twin DIP Facility, provides for up to approximately $123.0
million to the Twin DIP Borrower, including approximately $30.8 million of new money term loans and approximately $92.3 million of roll-up
loans in respect of certain prepetition secured indebtedness. Each DIP Facility is structured as a multiple draw term loan facility,
with borrowings available in up to three draws, subject to the satisfaction of customary conditions precedent, including the entry of
the final DIP order by the Bankruptcy Court.
Loans
under each DIP Facility bear interest at a rate of 12.0% per annum, with a default rate equal to an additional 2.0% per annum. The DIP
Credit Agreement provides for a backstop fee equal to 10.0% of the aggregate new money commitments under the DIP Facilities, which fee
is earned upon initial funding and payable in kind by being capitalized into the principal amount of the loans. The DIP Credit Agreement
also provides for an exit fee, including a fee equal to 2.5% of the new money loans under certain circumstances, which may be paid in
kind and, if paid in kind, shall be equal to 7.0% of such obligations. The DIP Credit Agreement also provides for an upfront fee in an
amount equal to 2.5% of the new money loans, which fee is earned upon funding of the respective new money loans and payable in kind by
being capitalized into the principal amount of the loans. In addition, the Debtors are required to pay customary administrative agent
fees to the DIP Agent pursuant to a fee letter and to reimburse the reasonable and documented out-of-pocket fees and expenses of the
DIP Agent and the DIP Lenders.
The
DIP Facility includes an economic roll-up of certain prepetition secured indebtedness into obligations under the DIP Facility. The proceeds
of the DIP Facility are to be used, subject to an approved budget and the orders of the Bankruptcy Court, for working capital and general
corporate purposes, payment of administrative expenses of the Chapter 11 Cases, funding of a sale process under section 363 of the Bankruptcy
Code, payment of professional fees and expenses, certain permitted prepetition obligations and adequate protection payments, and other
uses permitted under the DIP Credit Agreement.
The
DIP Facility matures on the earliest to occur of May 8, 2026, subject to extension with the consent of the Required Lenders (as defined
in the DIP Credit Agreement), the effective date of a chapter 11 plan of reorganization, the consummation of a sale of substantially
all of the Debtors’ assets, the acceleration of the loans following an event of default, and the occurrence of certain other termination
events, including the failure to obtain required Bankruptcy Court orders within specified time periods. The DIP Credit Agreement contains
customary milestones applicable to the Chapter 11 Cases, including deadlines for the entry of the final DIP order, the approval of bidding
procedures, the commencement of an auction, and the consummation of a sale transaction.
The
obligations under the DIP Facility are secured, pursuant to the Interim DIP Order, by liens on substantially all assets of the Loan Parties
(under and as defined in the DIP Credit Agreement), subject to customary exclusions, and are entitled to superpriority administrative
expense status under the Bankruptcy Code. The liens granted under the Interim DIP Order include priming liens. The Interim DIP Order
also includes customary adequate protection arrangements in favor of certain prepetition secured creditors.
The
DIP Credit Agreement contains representations and warranties and affirmative and negative covenants that are customary for facilities
of this nature, including covenants requiring compliance with an approved budget and variance testing and restricting the incurrence
of additional indebtedness, the granting of liens, the making of investments and the disposition of assets. The DIP Credit Agreement
also requires the Debtors to pursue a court-supervised sale process. Events of default under the DIP Credit Agreement include, among
others, non-payment of principal, interest or fees when due, the failure to comply with case milestones, breaches of covenants, the dismissal
or conversion of the Chapter 11 Cases, and the appointment of a trustee or examiner with expanded powers.
The
full availability of the DIP Facility is subject to approval by the Bankruptcy Court, including the entry of a final order by the Bankruptcy
Court authorizing the Debtors to enter into the DIP Credit Agreement and to borrow thereunder.
The
foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the
complete text of the DIP Credit Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 pertaining to the DIP Credit Agreement is incorporated by reference into this Item 2.03.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
discussed above under Item 1.01, on March 19, 2026 all directors of the Company, other than Patrick Bartels and Neal Goldman, submitted
resignations from the Board of Directors of the Company effective as of such date. The resigning directors were: John Allen, Donald Berchtold,
Tyler Child, Lynne Collier, Mark Elenowitz, Peter Feinstein, Matthew Green, John Metz, Andrew Wiederhorn, Mason Wiederhorn, Taylor Wiederhorn,
Thayer Wiederhorn and Carmen Vidal. Also on the same date, Andrew Wiederhorn took a temporary leave of absence as an officer and employee
of each of the Debtors, including the Company and TWNP, and the Company terminated the employment of Thayer Wiederhorn (Chief Operating
Officer), Taylor Wiederhorn (Chief Development Officer) and Mason Wiederhorn (Chief Brand Officer).
Also
on March 19, 2026, all directors of TWNP, other than Patrick Bartels and Neal Goldman, submitted resignations from the Board of Directors
of TWNP effective as of such date. The directors resigning from the TWNP board were: Kenneth Anderson, Lynne Collier, David Jobe and
Andrew Wiederhorn.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amended and Restated Stipulation and Agreed Order Regarding Mediated Agreement, dated March 19, 2026 |
| 10.2* |
|
Debtor-In-Possession Credit Agreement, dated March 25, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
*
This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish
supplementally to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
March 30, 2026
| |
FAT Brands Inc. |
| |
|
|
| |
By: |
/s/ Kenneth
J. Kuick |
| |
|
Kenneth J. Kuick |
| |
|
Chief Financial Officer |
Date:
March 30, 2026
| |
Twin Hospitality Group Inc. |
| |
|
|
| |
By: |
/s/ Kenneth
J. Kuick |
| |
|
Kenneth J. Kuick |
| |
|
Chief Financial Officer |
