UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM8-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)
DOMINO’S PIZZA, INC.
(Exact name of Registrant as specified in charter)
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| Delaware |
(State or other jurisdiction of incorporation) |
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| 001-32242 | | 38-2511577 |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
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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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 Domino’s 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”), Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the“Co-Issuers”), Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, and Domino’s EQ LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of the Company (collectively, the “Guarantors”), the Company, Domino’s Inc., and Domino’s Pizza LLC, as manager, entered into a Purchase Agreement dated June 12, 2017 (the “Purchase Agreement”), a copy of which is attached to this Form8-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 Series2017-1 Floating Rate Senior Secured Notes,Class A-2-I (the“2017-1Class A-2-I Notes”) with an anticipated term of 5 years, $600.0 million Series2017-1 3.082% Fixed Rate Senior Secured Notes,Class A-2-II (the“2017-1Class A-2-II Notes”) with an anticipated term of 5 years, and $1.0 billion Series2017-1 4.118% Fixed Rate Senior Secured Notes,Class A-2-III with an anticipated term of 10 years (the“2017-1Class A-2-III Notes” and, collectively with the2017-1Class A-2-I Notes and the2017-1Class A-2-II Notes, the“2017-1Class A-2 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
On the Pricing Date, theCo-Issuers, the Guarantors and Domino’s Pizza LLC, as manager, also entered into theClass 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 thisForm 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 Series2017-1 Variable Funding Senior Secured Notes,Class A-1 (the“2017-1Class A-1 Notes”) and certain other credit instruments, including letters of credit. The2017-1Class A-1 Notes and the2017-1Class A-2 Notes are referred to collectively as the“2017-1 Notes.”
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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| 10.1 | | Purchase Agreement dated June 12, 2017 among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each asCo-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, the Company and Domino’s Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers. |
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| 10.2 | | Class A-1 Note Purchase Agreement dated June 12, 2017 among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each asCo-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s 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.
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| DOMINO’S PIZZA, INC. |
| (Registrant) |
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/s/ Jeffrey D. Lawrence |
| Name: | | Jeffrey D. Lawrence |
| Title: | | Executive Vice President and Chief Financial Officer |
Date: June 13, 2017
Exhibit Index
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Exhibit
Number | | Description |
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| 10.1 | | Purchase Agreement dated June 12, 2017 among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each asCo-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, the Company and Domino’s Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers. |
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| 10.2 | | Class A-1 Note Purchase Agreement dated June 12, 2017 among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each asCo-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s 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. |
