Current Report Filing (8-k)
05 Aprile 2018 - 3:51PM
Edgar (US Regulatory)
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): April 5, 2018
FOGO DE CHÃO, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-37450
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45-5353489
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(State of Incorporation
or Organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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5908 Headquarters Drive, Suite K200
Plano, TX 75024
(Address of Principal Executive Offices)
(972) 960-9533
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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 (See General Instructions
A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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). Emerging growth company
x
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.
x
Introductory Note
On April 5, 2018, pursuant to the Agreement and Plan of Merger,
dated as of February 20, 2018, by and among Fogo de Chão, Inc., a Delaware corporation (the “
Company
”),
Prime Cut Intermediate Holdings Inc., a Delaware corporation (“
Parent
”), and Prime Cut Merger Sub Inc., a Delaware
corporation and wholly-owned subsidiary of Parent (“
Merger Subsidiary
”), Merger Subsidiary merged with and into
the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “
Merger
”).
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Item 1.02
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Termination of a Material Definitive Agreement.
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In connection with the consummation of the Merger, the Credit
Agreement, dated as of June 18, 2015, between Brasa (Holdings) Inc., as Borrower, Brasa (Purchaser) Inc., as Holdings, Wells Fargo
Bank, National Association, as administrative agent and swing line lender, Wells Fargo Bank, National Association and JPMorgan
Chase Bank, N.A., as L/C issuers, and the other lenders party thereto, was terminated in accordance with its terms and all obligations
outstanding thereunder were paid off and extinguished effective as of April 5, 2018.
SIGNATURE
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.
Date: April 5, 2018
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FOGO DE CHÃO, INC.
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By:
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/s/ Lawrence J.
Johnson
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Lawrence J. Johnson
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Chief Executive Officer
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Grafico Azioni FOGO DE CHAO, INC. (NASDAQ:FOGO)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni FOGO DE CHAO, INC. (NASDAQ:FOGO)
Storico
Da Giu 2023 a Giu 2024