Attached files
file | filename |
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EX-10.2 - EX-10.2 - DOMINOS PIZZA INC | d382329dex102.htm |
EX-10.1 - EX-10.1 - DOMINOS PIZZA INC | d382329dex101.htm |
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): June 14, 2017 (June 12, 2017)
DOMINOS PIZZA, INC.
(Exact name of Registrant as specified in charter)
Delaware | ||
(State or other jurisdiction of incorporation) | ||
001-32242 | 38-2511577 | |
(Commission File Number) |
(I.R.S. Employer Identification Number) | |
30 Frank Lloyd Wright Drive Ann Arbor, Michigan |
48106 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (734) 930-3030
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:
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
This current report is neither an offer to sell nor a solicitation of an offer to buy any securities of Dominos Pizza, Inc. (the Company) or any subsidiary of the Company.
Item 1.01 | Entry into a Material Definitive Agreement. |
General
On June 12, 2017 (the Pricing Date), Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the Co-Issuers), Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC, and Dominos EQ LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the Guarantors), the Company, Dominos Inc., and Dominos Pizza LLC, as manager, entered into a Purchase Agreement dated June 12, 2017 (the Purchase Agreement), a copy of which is attached to this Form 8-K as Exhibit 10.1, with Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers, relating to the issuance and sale of $1.9 billion aggregate principal amount of notes consisting of $300.0 million Series 2017-1 Floating Rate Senior Secured Notes, Class A-2-I (the 2017-1 Class A-2-I Notes) with an anticipated term of 5 years, $600.0 million Series 2017-1 3.082% Fixed Rate Senior Secured Notes, Class A-2-II (the 2017-1 Class A-2-II Notes) with an anticipated term of 5 years, and $1.0 billion Series 2017-1 4.118% Fixed Rate Senior Secured Notes, Class A-2-III with an anticipated term of 10 years (the 2017-1 Class A-2-III Notes and, collectively with the 2017-1 Class A-2-I Notes and the 2017-1 Class A-2-II Notes, the 2017-1 Class A-2 Notes) in an offering exempt from registration under the Securities Act of 1933, as amended.
On the Pricing Date, the Co-Issuers, the Guarantors and Dominos Pizza LLC, as manager, also entered into the Class A-1 Note Purchase Agreement, dated as of June 12, 2017 (the Class A-1 Note Purchase Agreement), a copy of which is attached to this Form 8-K as Exhibit 10.2, with certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent, relating to the issuance of up to $175 million of Series 2017-1 Variable Funding Senior Secured Notes, Class A-1 (the 2017-1 Class A-1 Notes) and certain other credit instruments, including letters of credit. The 2017-1 Class A-1 Notes and the 2017-1 Class A-2 Notes are referred to collectively as the 2017-1 Notes.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit Number |
Description | |
10.1 | Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as Co-Issuer, Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, the Company and Dominos Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers. | |
10.2 | Class A-1 Note Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as Co-Issuer, Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent. |
SIGNATURES
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.
DOMINOS PIZZA, INC. | ||
(Registrant) | ||
/s/ Jeffrey D. Lawrence | ||
Name: | Jeffrey D. Lawrence | |
Title: | Executive Vice President and Chief Financial Officer |
Date: June 13, 2017
Exhibit Index
Exhibit Number |
Description | |
10.1 | Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as Co-Issuer, Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, the Company and Dominos Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers. | |
10.2 | Class A-1 Note Purchase Agreement dated June 12, 2017 among Dominos Pizza Master Issuer LLC, Dominos SPV Canadian Holding Company Inc., Dominos Pizza Distribution LLC and Dominos IP Holder LLC, each as Co-Issuer, Dominos SPV Guarantor LLC, Dominos Pizza Franchising LLC, Dominos Pizza International Franchising Inc., Dominos Pizza Canadian Distribution ULC, Dominos RE LLC and Dominos EQ LLC, each as Guarantor, Dominos Pizza LLC, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent. |