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):May 28, 2019
Dine Brands Global, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-15283 | | 95-3038279 |
(State or other jurisdiction
of incorporation or organization) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
| |
450 North Brand Boulevard, Glendale, California | | 91203-2306 |
| (Address of principal executive offices) | | (Zip Code) |
(818)240-6055
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | |
Title of each class | | | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 Par Value | | | | DIN | | New York Stock Exchange |
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 May 28, 2019, Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), and certain subsidiaries of the Corporation entered into a Purchase Agreement (the “Purchase Agreement”), pursuant to which two special purpose subsidiaries of the Corporation have agreed to jointly issue and sell two tranches of fixed rate senior secured notes: (A) Series2019-1 4.194% Fixed Rate Senior Secured Notes,Class A-2-I(“Class A-2-I Notes”) in an initial aggregate principal amount of $700 million and Series2019-1 4.723% Fixed Rate Senior Secured Notes,Class A-2-II(“Class A-2-II Notes”) in an initial aggregate principal amount of $600 million (the“Class A-2-II Notes” and, together with theClass A-2-I Notes, the“Class A-2 Notes”). The closing of the sale of theClass A-2 Notes is subject to the satisfaction of various closing conditions specified in the Purchase Agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 28, 2019, the Corporation issued a press release announcing its entry into the Purchase Agreement and the pricing of theClass A-2 Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as an Exhibit and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | | | | | |
Date: May 28, 2019 | | | | DINE BRANDS GLOBAL, INC. |
| | | |
| | | | By: | | /s/ Thomas H. Song |
| | | | | | Thomas H. Song Chief Financial Officer |
