Twin Hospitality (TWNP) notes accelerated amid $412M securitization default

Rhea-AI Filing Summary

Twin Hospitality Group Inc. reported that the trustee for its securitization notes has accelerated the debt after prior events of default. UMB Bank, acting at the direction of the control party under the indenture, has declared immediately due and payable the outstanding principal, accrued interest and all other amounts owed on the affected notes.

The accelerated notes have an aggregate principal amount of $412.3 million, or $402.6 million net of notes retained by FAT Brands Inc., and approximately $20.0 million of accrued and unpaid interest through the report date. The company and its securitization issuer do not currently have amounts on hand to pay these obligations. The company states that the acceleration or any subsequent foreclosure on the collateral securing the notes may materially and adversely affect its business, financial condition and liquidity and could result in Twin Hospitality and/or its subsidiaries seeking to reorganize through a bankruptcy proceeding. The company has been in discussions with noteholder representatives regarding potential refinancing or restructuring and intends to continue those discussions, with no assurance of a satisfactory agreement.

Positive

• None.

Negative

• Acceleration of securitization debt: Trustee has accelerated an aggregate principal amount of $412.3 million (or $402.6 million net of retained notes), plus about $20.0 million of accrued interest, making these obligations immediately due and payable.
• Severe liquidity strain and bankruptcy risk: The company and its securitization issuer state they do not currently have amounts on hand to pay the accelerated principal and interest and disclose that the acceleration or any foreclosure may materially and adversely affect the business, financial condition and liquidity and could lead to a reorganization through bankruptcy.

Insights

Credit and restructuring analyst

Debt acceleration of $412.3M raises serious liquidity and restructuring risk.

Twin Hospitality Group Inc. has had its securitization notes accelerated after earlier events of default. The trustee, directed by the control party, has declared the full principal on the accelerated notes and all accrued interest, plus other amounts under the transaction documents, immediately due and payable.

The aggregate principal outstanding on the accelerated notes is $412.3 million, or $402.6 million net of notes retained by FAT Brands Inc., with about $20.0 million of accrued and unpaid interest through the report date. The company and its securitization issuer state they do not currently have amounts on hand to pay these obligations, which directly highlights a significant liquidity shortfall.

The company discloses that this acceleration, and any subsequent foreclosure on the collateral securing the notes, may materially and adversely affect its business, financial condition and liquidity and could cause Twin Hospitality and/or its subsidiaries to seek to reorganize through a bankruptcy proceeding. Management indicates it has been in discussions with noteholder representatives regarding potential refinancing, restructuring or similar transactions and intends to continue those discussions, while explicitly noting there is no assurance of reaching satisfactory terms.

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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): November 17, 2025

Twin Hospitality Group Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42395		99-1232362
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5151 Belt Line Road, Suite 1200 Dallas, TX		75254
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 941-3150

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		TWNP		The Nasdaq Stock Market LLC

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. ☐

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously reported by Twin Hospitality Group Inc. (the “Company”), the Company received notices of events of default (the “Default Notices”) under the base indenture (the “Indenture”) for its special purpose financing subsidiary, Twin Hospitality I, LLC (the “Securitization Issuer”), relating to fixed rate secured notes issued by the Securitization Issuer (the “Securitization Notes”). The events of default listed in the Default Notices related to various matters, including the inability of UMB Bank, National Association (“UMB”), trustee under the Indenture, to make payments due to the noteholders as of the quarterly payment date of October 27, 2025 under the Indenture due to insufficient amounts deposited in the Collection Account for the Securitization Notes.

On November 17, 2025, the Company received a notice of acceleration (the “Acceleration Notice”) from UMB with respect to the Securitization Notes issued by the Securitization Issuer (the “Accelerated Notes”). The Acceleration Notice stated that UMB, pursuant to Section 9.2 of the Indenture, acting at the direction of the Control Party under the Indenture, (i) accelerates and declares the outstanding principal amount of the Accelerated Notes issued under the Indenture to be immediately due and payable, (ii) declares the accrued and unpaid interest thereon through the date of acceleration to be immediately due and payable, and (iii) declares all other amounts due to the noteholders and the other Secured Parties under the Transaction Documents (as such term is defined in the Indenture) to be immediately due and payable. At this time, there has been no foreclosure on the collateral securing the Accelerated Notes, but the Company cannot provide any assurance that will not occur.

The aggregate principal amount outstanding under the Accelerated Notes is $412.3 million, or $402.6 million net of Securitization Notes retained by the Company’s parent company, FAT Brands Inc., and the aggregate amount of accrued and unpaid interest under the Accelerated Notes through the date of this report is approximately $20.0 million. The Company and the Securitization Issuer do not currently have amounts on hand to pay such principal and interest, and such acceleration or any subsequent foreclosure may materially and adversely affect the Company’s business, financial condition and liquidity, and could cause the Company and/or its subsidiaries to seek to reorganize through a bankruptcy proceeding.

The Company had been in discussions with representatives of the noteholders regarding one or more potential transactions involving a refinancing, restructuring or similar transaction of the Securitization Notes. The Company intends to continue pursuing those discussions, but cannot provide any assurances that it will reach an agreement on terms that are satisfactory to the Company and the noteholders promptly, or at all.

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 hereunto duly authorized.

		Twin Hospitality Group Inc.
Date:	November 21, 2025	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

FAQ

What major event did Twin Hospitality Group Inc. (TWNP) report in this 8-K?

Twin Hospitality Group Inc. reported that UMB Bank, as trustee and acting at the direction of the control party under the indenture, issued a notice of acceleration on certain securitization notes, declaring the outstanding principal, accrued and unpaid interest, and other amounts immediately due and payable.

How much securitization debt has been accelerated for Twin Hospitality Group Inc. (TWNP)?

The accelerated securitization notes have an aggregate principal amount of approximately $412.3 million, or $402.6 million net of notes retained by FAT Brands Inc., plus about $20.0 million of accrued and unpaid interest through the date of the report.

Does Twin Hospitality Group Inc. (TWNP) currently have cash to pay the accelerated notes?

Twin Hospitality Group Inc. states that it and its securitization issuer do not currently have amounts on hand to pay the accelerated principal and accrued interest owed on the securitization notes.

What risks does the debt acceleration create for Twin Hospitality Group Inc. (TWNP)?

The company discloses that the acceleration of the securitization notes or any subsequent foreclosure on the collateral may materially and adversely affect its business, financial condition and liquidity and could cause Twin Hospitality Group Inc. and/or its subsidiaries to seek to reorganize through a bankruptcy proceeding.

Is Twin Hospitality Group Inc. (TWNP) pursuing a refinancing or restructuring of the securitization notes?

Twin Hospitality Group Inc. reports that it has been in discussions with representatives of the noteholders regarding potential refinancing, restructuring or similar transactions related to the securitization notes and intends to continue those discussions, while noting there is no assurance that satisfactory terms will be reached.

Has foreclosure occurred on the collateral securing Twin Hospitality Group Inc.'s accelerated notes?

The company states that, as of the date described, there has been no foreclosure on the collateral securing the accelerated notes, but it cannot provide any assurance that foreclosure will not occur.