UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
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 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 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Item 8.01 Other Events.
On March 27, 2023, the Corporation issued a press release announcing its intention to partially refinance its long-term debt. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 |
Press Release Regarding the Corporation’s intention to partially refinance its long-term debt issued by the Corporation on March 27, 2023. | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
Date: March 27, 2023
| DINE BRANDS GLOBAL, INC. | ||
| By: | /s/ Vance Y. Chang | |
| Vance Y. Chang Chief Financial Officer | ||
Exhibit 99.1
News Release
Investor Contact
Brett Levy
Vice President, Investor Relations
Dine Brands Global, Inc.
(818) 637-3632
Brett.Levy@dinebrands.com
Media Contact
Susan Nelson
Sr. Vice President, Global Communications
Dine Brands Global, Inc.
Susan.Nelson@dinebrands.com
Dine Brands Global, Inc. Announces Intention to Refinance Its
Class A-2-I Senior Secured Notes Through a Securitization
GLENDALE, Calif., March 27, 2023 – Dine Brands Global, Inc. (NYSE: DIN) (“Dine Brands” or the “Corporation”), the parent company of Applebee’s Neighborhood Grill + Bar®, IHOP® restaurants and Fuzzy’s Taco Shop®, today announced its intention to refinance its Series 2019-1 Class A-2-I, Fixed Rate Senior Secured Notes (the “2019-1 Refinancing Notes”). The Series 2019-1 Class A-2-II, Fixed Rate Senior Secured Notes and the Series 2022-1 Class A-1, Variable Funding Senior Notes are not proposed to be refinanced as this time.
As of March 24, 2023, the principal balance of the Series 2019-1 Refinancing Notes was approximately $585 million. As of December 31, 2022, there was $594 million outstanding under the Series 2019-1 Class A-2-II, Fixed Rate Senior Secured Notes. As of December 31, 2022, there was $100 million outstanding under the Series 2022-1 Class A-1, Variable Funding Senior Notes, and an additional $3.4 million was pledged against the Series 2022-1 Class A-1, Variable Funding Senior Notes for outstanding letters of credit.
Dine Brands intends to replace the 2019-1 Refinancing Notes with a new securitized financing facility, expected to be comprised of between $400 million and $500 million of Senior Term Notes (the “New Notes”). The net proceeds of the sale of the New Notes, and the use of cash on hand and Variable Funding Senior Notes, would be used to repay any outstanding amounts under the 2019-1 Refinancing Notes in full, to pay fees and expenses incurred in connection with the issuance of the New Notes and to the extent any net proceeds remain, for general corporate purposes.
There can be no assurance regarding the timing of a refinancing transaction, the interest rate at which the 2019-1 Refinancing Notes would be refinanced, or that a refinancing transaction will be completed.
The New Notes are being sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other security, nor shall there be any offer, solicitation or sale of the New Notes or any other security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Dine Brands Global, Inc.
Based in Glendale, California, Dine Brands Global, Inc. (NYSE: DIN) (“Dine Brands”), through its subsidiaries, franchises restaurants under both the Applebee’s Neighborhood Grill + Bar® , IHOP® and Fuzzy’s Taco Shop® brands. With over 3,500 restaurants (including 137 Fuzzy’s Taco Shop® franchised restaurants, which have not been contributed to the securitized financing facility) in over 17 international markets and approximately 387 franchisees as of December 31, 2022, Dine Brands is one of the largest full-service restaurant companies in the world. For more information on Dine Brands, visit the Corporation’s website located at www.dinebrands.com.
Forward-Looking Statements
Statements contained in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “goal” and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, among other things: uncertainty regarding the duration and severity of the ongoing COVID-19 pandemic (including the emergence of variant strains) and its ultimate impact on our business; general economic conditions; our level of indebtedness; compliance with the terms of our securitized debt; our ability to refinance our current indebtedness or obtain additional financing; our dependence on information technology; potential cyber incidents; the implementation of restaurant development plans; our dependence on our franchisees; the concentration of our Applebee’s franchised restaurants in a limited number of franchisees; the financial health of our franchisees, including any insolvency or bankruptcy; credit risks from our IHOP franchisees operating under our previous IHOP business model in which we built and equipped IHOP restaurants and then franchised them to franchisees; insufficient insurance coverage to cover potential risks associated with the ownership and operation of restaurants; our franchisees’ and other licensees’ compliance with our quality standards and trademark usage; general risks associated with the restaurant industry; potential harm to our brands’ reputation; risks of food-borne illness or food tampering; possible future impairment charges; trading volatility and fluctuations in the price of our stock; our ability to achieve the financial guidance we provide to investors; successful implementation of our business strategy; the availability of suitable locations for new restaurants; shortages or interruptions in the supply or delivery of products from third parties or availability of utilities; the management and forecasting of appropriate inventory levels; development and implementation of innovative marketing and use of social media; changing health or dietary preference of consumers; risks associated with doing business in international markets; the results of litigation and other legal proceedings; third-party claims with respect to intellectual property assets; delivery initiatives and use of third-party delivery vendors; our allocation of human capital and our ability to attract and retain management and other key employees; compliance with federal, state and local governmental regulations; risks associated with our self-insurance; natural disasters or other serious incidents; our success with development initiatives outside of our core business; the adequacy of our internal controls
over financial reporting and future changes in accounting standards; and other factors discussed from time to time in the Corporation’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in the Corporation’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this release are made as of the date hereof and the Corporation does not intend to, nor does it assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances.