UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 15, 2017
Domino’s Pizza, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| | |
| 001-32242 | | 38-2511577 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 30 Frank Lloyd Wright Drive | | |
| Ann Arbor, Michigan | | 48105 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s 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 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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 15, 2017, 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 Omnibus Amendment No. 1, whereby certain amendments were made to that certainClass A-1 Note Purchase Agreement, dated June 12, 2017 (incorporated by reference to Exhibit 10.2 to the Domino’s Pizza, Inc. Current Report on Form8-K, filed on June 14, 2017 (FileNo. 001-32242)), reducing the Base Rate from LIBOR + 180 bps to LIBOR + 150 bps, the CP Rate from the CP Funding Rate + 180 bps to the CP Funding Rate + 150 bps, and the Eurodollar Rate from the Eurodollar Funding Rate + 180 bps to the Eurodollar Funding Rate + 150 bps.
The Omnibus Amendment No. 1 is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the Omnibus Amendment No. 1 is qualified in its entirety by reference to Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following documents are filed herewith:
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Omnibus Amendment No. 1, dated December 15, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | | | DOMINO’S PIZZA, INC. (Registrant) |
| | | |
| Date: December 19, 2017 | | | | | | /s/ Adam J. Gacek |
| | | | | | Adam J. Gacek |
| | | | | | Secretary |
