Current Report Filing (8-k)
April 02 2018 - 7:36AM
Edgar (US Regulatory)
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): April 2, 2018
Fogo de Chão, Inc.
(Exact name of registrant as specified
in its charter)
|
|
|
|
|
Delaware
|
|
001-37450
|
|
45-5353489
|
(State of Incorporation
or Organization)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
5908 Headquarters Drive, Suite K200
Plano, TX 75024
(Address of Principal Executive Offices)
972-960-9533
(Registrant’s Telephone Number, Including
Area Code)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
x
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.
x
As previously announced, on February 20,
2018, Fogo de Chão, Inc. (the “
Company
”) entered into an Agreement and Plan of Merger (the “
Merger
Agreement
”) among Prime Cut Intermediate Holdings Inc., a Delaware corporation (“
Parent
”) and an investment
entity affiliated with Rhône Capital V L.P. (“
Rhône
”) and Prime Cut Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“
Merger Subsidiary
”), pursuant to which, among other things
and subject to the satisfaction or waiver of specified conditions, Merger Subsidiary will merge with and into the Company (the
“
Merger
”). As a result of the Merger, Merger Subsidiary will cease to exist, and the Company will survive as
a wholly owned subsidiary of Parent.
On March 16, 2018, the Company filed a
definitive information statement on Schedule 14C (the “
Definitive Information Statement
”) with the Securities
and Exchange Commission (the “
SEC
”). The Company makes the below listed supplemental disclosures to the Definitive
Information Statement in this Form 8-K. These supplemental disclosures should be read in conjunction with the Definitive Information
Statement, which in turn should be read in its entirety. Defined terms used but not defined herein have the meanings set forth
in the Definitive Information Statement. To the extent that information in this Form 8-K differs from or updates information contained
in the Definitive Information Statement, the Definitive Information Statement shall be deemed updated by the information contained
in this Form 8-K.
Supplement to the Definitive Information Statement
The Merger – Prospective Financial Information (Beginning
on Page 28 of the Definitive Information Statement)
The table below is inserted at the end of
the Prospective Financial Information section of the Definitive Information Statement:
Unlevered Free Cash Flow
|
|
Fiscal
Year Ending December 31 ($ in millions)
|
|
|
|
2H
2018E
|
|
|
|
2019P
|
|
|
|
2020P
|
|
|
|
2021P
|
|
|
|
2022P
|
|
Revenue
|
|
|
171.0
|
|
|
|
367.1
|
|
|
|
406.7
|
|
|
|
449.4
|
|
|
|
495.8
|
|
EBITDA
(1)
|
|
|
31.8
|
|
|
|
70.0
|
|
|
|
79.0
|
|
|
|
89.8
|
|
|
|
101.5
|
|
EBIT
|
|
|
20.8
|
|
|
|
46.1
|
|
|
|
52.7
|
|
|
|
60.5
|
|
|
|
68.9
|
|
Plus:
Other Income
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
Plus
: Joint Venture Income
|
|
|
0.3
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.4
|
|
|
|
0.8
|
|
Earnings Before Tax
|
|
|
21.2
|
|
|
|
46.3
|
|
|
|
52.9
|
|
|
|
61.0
|
|
|
|
69.9
|
|
Less:
Cash Taxes (22.0%)
|
|
|
(4.7
|
)
|
|
|
(10.2
|
)
|
|
|
(11.6
|
)
|
|
|
(13.4
|
)
|
|
|
(15.4
|
)
|
Net Operating Profit After Tax
|
|
|
16.5
|
|
|
|
36.1
|
|
|
|
41.3
|
|
|
|
47.6
|
|
|
|
54.5
|
|
Plus:
Depreciation & Amortization
|
|
|
10.8
|
|
|
|
23.4
|
|
|
|
25.9
|
|
|
|
28.4
|
|
|
|
31.3
|
|
Plus:
Non-Cash Taxes
(2)
|
|
|
3.7
|
|
|
|
1.8
|
|
|
|
1.8
|
|
|
|
1.8
|
|
|
|
1.8
|
|
Less:
Maintenance Capital Expenditures
|
|
|
(2.5
|
)
|
|
|
(4.6
|
)
|
|
|
(4.2
|
)
|
|
|
(4.3
|
)
|
|
|
(4.3
|
)
|
Less:
Growth Capital Expenditures
|
|
|
(9.0
|
)
|
|
|
(25.9
|
)
|
|
|
(27.5
|
)
|
|
|
(31.0
|
)
|
|
|
(32.7
|
)
|
Less:
Increase / (Decrease) in Net Working Capital
|
|
|
0.4
|
|
|
|
0.7
|
|
|
|
0.9
|
|
|
|
0.9
|
|
|
|
1.0
|
|
Unlevered Free Cash Flow
|
|
|
19.9
|
|
|
|
31.5
|
|
|
|
38.0
|
|
|
|
43.4
|
|
|
|
51.6
|
|
_______________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) No one time non-recurring items
were excluded in periods following 2017 in the “Adjusted EBITDA” projections. Because the projections used here
in the unlevered free cash flow calculations are for periods following 2017, presentation is of “EBITDA” as
opposed to “Adjusted EBITDA”.
(2) “Non-Cash Taxes” represents
deferred income tax expense, not previously added back to EBITDA.
The Merger – Interests of the
Company’s Directors and Officers in the Merger (Beginning on Page 39 of the Definitive Information Statement)
After the first paragraph on the bottom
of page 39, the following text is inserted:
Just shy of two weeks after the
signing of the Merger Agreement and through the date of the supplemental disclosure on a Form 8-K filed by the Company on
April 2, 2018, senior management of the Company and representatives of Rhône have had preliminary exploratory
discussions regarding potentially implementing a management incentive plan following the closing. These discussions are of a
preliminary nature and, as of April 2, 2018, there is no agreement, commitment or understanding with respect to
entering into any management incentive plan or the potential terms thereof.
Forward Looking Statements
Certain statements
in this communication regarding the proposed transaction between the Company and Parent and Merger Subsidiary are “forward-looking”
statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,”
“intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,”
“may,” “might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company and Parent and Merger
Subsidiary, may include projections of their respective future financial performance, their respective anticipated growth strategies
and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and
projections about future events. There are important factors that could cause actual results, level of activity, performance or
achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the
forward-looking statements, including the risk factors set forth in the Company’s most recent report on Form 10-K, Form 10-Q
and other documents on file with the SEC and the factors given below:
|
·
|
failure of Parent to obtain the financing required
to consummate the proposed transaction;
|
|
·
|
the failure to consummate or delay in consummating
the proposed transaction for other reasons;
|
|
·
|
the timing to consummate the proposed transaction;
|
|
·
|
the risk that a condition to closing of the proposed
transaction may not be satisfied;
|
|
·
|
the risk that a regulatory approval that may be required
for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;
and
|
|
·
|
the diversion of management time to transaction-related
issues.
|
The Company’s
forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate.
Neither the Company nor Parent nor Merger Subsidiary can guarantee future results, level of activity, performance or achievements.
Moreover, neither the Company nor Parent nor Merger Subsidiary assume responsibility for the accuracy and completeness of any of
these forward-looking statements. None of Company and Parent and Merger Subsidiary assume any obligation to update or revise any
forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers
are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to
Find it
This communication is being made in respect of the proposed
Merger involving the Company, Parent and Merger Subsidiary. Investors and security holders may obtain free copies of the Definitive
Information Statement (and other related materials when they become available) and other documents filed or furnished to the SEC
by the Company at the SEC’s website, http://www.sec.gov or from the Company by directing a request by mail or telephone to
5908 Headquarters Drive, Ste. K200, Plano, TX 75024, Attention: Investor Relations, (972) 361-6225.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
April 2, 2018
|
FOGO DE CHÃO, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/
Lawrence J. Johnson
|
|
|
|
|
Lawrence J. Johnson
|
|
|
|
|
Chief Executive Officer
|
|
FOGO DE CHAO, INC. (NASDAQ:FOGO)
Historical Stock Chart
From May 2024 to Jun 2024
FOGO DE CHAO, INC. (NASDAQ:FOGO)
Historical Stock Chart
From Jun 2023 to Jun 2024