⃞ 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 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).
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 June 28, 2019, Jack in the Box Inc. (the “Company”) and a wholly owned subsidiary, Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company (“Jack in the Box SPV Guarantor”), Different Rules, LLC, a Delaware limited liability company (“Different Rules”), and Jack in the Box Properties, LLC, a Delaware limited liability company (“Jack in the Box Properties” and, together with the Company, the Master Issuer, Jack in the Box SPV Guarantor and Different Rules, the “Jack in the Box Parties”), entered into a Purchase Agreement (the “Purchase Agreement”) with certain initial purchasers named therein (the “Initial Purchasers”), pursuant to which, among other things, the Master Issuer, a special purpose subsidiary of the Company, has agreed to issue and sell $575 million of its Series 2019-1 3.982% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”), $275 million of its Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes”) and $450 million of its Series 2019-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III (the “Class A-2-III Notes” and, together with the Class A-2-I Notes, and the Class A-2-II Notes, the “2019 Notes”), in a privately placed securitization transaction under a new indenture by and between the Master Issuer, as master issuer, and Citibank, N.A., as trustee and securities intermediary.
Interest payments on the 2019 Notes are payable on a quarterly basis. The anticipated repayment dates of the Class A-2-I Notes, the Class A-2-II Notes and the Class A-2-III Notes will be August 2023, August 2026 and August 2029, respectively, unless earlier prepaid to the extent permitted under the indenture that will govern the 2019 Notes. If the Master Issuer has not repaid or redeemed the 2019 Notes prior to the respective anticipated repayment dates, additional interest will accrue on the 2019 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the amount, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii)(1) with respect to the Series 2019-1 Class A-2-I Notes, 2.265%, (2) with respect to the Series 2019-1 Class A-2-II Notes, 2.670%, and (3) with respect to the Series 2019-1 Class A-2-III Notes, 3.058%, exceeds the original interest rate with respect to such tranche.
The Purchase Agreement includes customary representations, warranties and covenants by the Jack in the Box Parties. It also provides that the Jack in the Box Parties will indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the sale of the 2019 Notes is anticipated to occur in July 2019 and is subject to the satisfaction of various closing conditions specified in the Purchase Agreement.
Certain of the Initial Purchasers and their respective affiliates have, from time to time, performed and may in the future perform various investment banking services for the Company for which they received or will receive customary fees and expenses.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
The Master Issuer also intends to enter into a purchase agreement under which it will issue $150 million of its Series 2019-1 Variable Funding Senior Secured Notes, Class A-1 (the "Class A-1 Notes"), which will allow the Master Issuer to borrow amounts from time to time on a revolving basis.
On June 28, 2019, the Company issued a press release announcing its entry into the Purchase Agreement and the pricing of the 2019 Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The 2019 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the 2019 Notes or any other security and shall not constitute an offer, solicitation or sale of the 2019 Notes or any other security in any jurisdiction where such an offering or sale would be unlawful. This Current Report on Form 8-K contains information about pending transactions, and there can be no assurance that these transactions will be completed.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K.
SIGNATURE
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: June 28, 2019
JACK IN THE BOX INC.
By: /s/ Lance Tucker
Lance Tucker
Executive Vice President
�� Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
