FAT Brands Provides Update to Warrant Holders in connection with Twin Hospitality Spin-Off
January 23 2025 - 10:35AM
FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT), a leading
global franchising company, previously announced a partial spin-off
of its subsidiary, Twin Hospitality Group Inc. (“
Twin
Hospitality”), in the form of a special stock dividend
to FAT Brands’ common stockholders. As announced, the dividend
will consist of 0.1520207 shares of Class A Common Stock
of Twin Hospitality (“
Twin Common Stock”) for
each one share of FAT Brands Class A Common Stock and Class B
Common Stock outstanding as of the close of trading
on January 27, 2025 (the “
record date”).
Holders of FAT Brands’ outstanding Warrants
(NASDAQ: FATBW) who wish to receive the distribution of Twin Common
Stock must exercise their Warrants for FAT Brands Class A Common
Stock in advance of the record date. Warrants that are not
exercised prior to the record date will not receive the
distribution of Twin Common Stock, but instead will have their
exercise price adjusted downward. The current exercise price of the
Warrants is $2.2142, which will be adjusted downward immediately
following the record date by an amount equal to the fair market
value of the Twin Common Stock distributed to holders of FAT Brands
Class A Common Stock, divided by the sum of all shares of FAT
Brands Class A Common Stock outstanding on the record date plus the
number of unexercised Warrants on the record date, but not below
zero.
Based on an external valuation of Twin
Hospitality received by FAT Brands, we expect that the fair market
value of Twin Common Stock will be set at $20.00 per share for
purposes of the Warrant adjustment, resulting in a downward
adjustment of the Warrant exercise price in excess of $2.2142. As a
result, we expect that the Warrant exercise price will be adjusted
to zero immediately following the record date.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are subject to
significant business, economic and competitive risks, uncertainties
and contingencies, many of which are difficult to predict and
beyond our control, which could cause our actual results, including
the anticipated value of the spin-off shares discussed in this
press release, to differ materially from the results expressed or
implied in such forward-looking statements. We refer you to the
Information Statement furnished in a Form 8-K by Twin Hospitality
Group Inc. and the documents filed by FAT Brands Inc. from time to
time with the Securities and Exchange Commission for a discussion
of these risks, uncertainties and contingencies. We undertake no
obligation to update any forward-looking statement to reflect
events or circumstances occurring after the date of this press
release.
Investor Relations: ICRMichelle
Michalski IR-FATBrands@icrinc.com646-277-1224
Media Relations: FAT Brands
Inc. Erin Mandzik emandzik@fatbrands.com 860-212-6509
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