BJ's Restaurants Closes $175M Notes Offering, Reports Stock Sales

TL;DR

BJ's Restaurants raised $175M via notes and saw 1M shares sold by insiders.

AI Summary

On December 30, 2024, BJ's Restaurants, Inc. announced the closing of its previously disclosed offering of $175 million aggregate principal amount of 7.125% senior unsecured notes due 2029. The company also reported on the unregistered sale of 1,000,000 shares of its common stock by certain selling stockholders, which were sold at a price of $28.00 per share.

Why It Matters

This filing details BJ's Restaurants' successful completion of a significant debt financing, providing capital for operations and potential growth, alongside the sale of stock by existing holders.

Risk Assessment

Risk Level: medium — The company has taken on significant debt, and the sale of stock by selling stockholders could indicate potential selling pressure.

Key Numbers

• $175.0M — Senior Unsecured Notes Offering (Represents capital raised by BJ's Restaurants.)
• 7.125% — Note Interest Rate (Cost of debt financing for the company.)
• 1.0M — Shares Sold by Selling Stockholders (Indicates secondary market activity.)
• $28.00 — Stock Sale Price (Price at which shares were sold by selling stockholders.)

Key Players & Entities

• BJ's Restaurants, Inc. (company) — Registrant
• $175 million (dollar_amount) — Aggregate principal amount of senior unsecured notes
• 7.125% (dollar_amount) — Interest rate on senior unsecured notes
• 2029 (dollar_amount) — Maturity year of senior unsecured notes
• 1,000,000 (dollar_amount) — Number of shares of common stock sold
• $28.00 (dollar_amount) — Price per share for unregistered stock sale
• December 30, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $26.94 — 's common stock at an exercise price of $26.94 per share. Shares issued upon exercise

Filing Documents

• f8k_010225.htm (8-K) — 22KB
• exh_101.htm (EX-10.1) — 74KB
• exh_102.htm (EX-10.2) — 18KB
• exh_991.htm (EX-99.1) — 6KB
• 0001171843-25-000011.txt ( ) — 340KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_010225_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 30, 2024, BJ's Restaurants, Inc. (the "Company") announced its entry into a Cooperation Agreement (the "Act III Cooperation Agreement') with Act III Holdings, LLC ("Act III Holdings"), Act III Management, LLC ("Act III Management"), BJ's Act III, LLC ("BJ's Act III"), and SC 2018 Trust LLC (the "2018 Trust" and, collectively with Act III Holdings, Act III Management, and BJ's Act III, the "Act III Parties"). The Act III Cooperation Agreement provides, among other things, that unless otherwise mutually agreed by the Company and Act III Parties, until May 4, 2027: (i) The Act III Parties will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of additional shares of the Company's voting securities (other than upon exercise of the Warrant, as defined below), proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions; (ii) The Act III Parties will vote all shares of Common Stock beneficially owned by them in accordance with the Board's recommendations with respect to (1) the election, removal and/or replacement of directors of the Company and (2) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC; (iii) Each party agrees not to disparage or sue the other party, subject to certain exceptions; and (iv) At the Company's request, the Act III Parties will make their personnel and management available to collaborate with and support the Company's management on key initiatives or organizational enhancements (including, without limitation, culinary, supply chain, marketing, design, technology and recruiting). In connection with entering into the Act III Cooperation Agreement, the Company agreed to enter into the Warr

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. In connection with entering into the Act III Cooperation Agreement, the Company entered into Amendment No. 2 (the "Warrant Amendment") to the Common Stock Purchase Warrant of the Company, dated May 5, 2020 (as amended, the "Warrant"). Under the Amendment, the Company agreed to extend the termination date of the Warrant by two years to May 4, 2027. The Warrant Amendment also makes a corresponding amendment to the term of the Warrant under the Registration Rights Agreement, dated May 5, 2020, originally between the Company and the 2018 Trust. To the extent the extension of the termination date of the Warrant under the Warrant Amendment is deemed to be an issuance of new securities, such issuance was made pursuant to an exemption from the registration requirements under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). The Warrant is currently exercisable for up to 876,949 shares of the Company's common stock at an exercise price of $26.94 per share. Shares issued upon exercise of the Warrant may be issued pursuant to the exemption from the registration requirements under Section 3(a)(9) or 4(a)(2) of the Securities Act.

01. Other Events

Item 8.01. Other Events. A copy of the Company's press release, dated January 2, 2025, relating to the matters described in Items 1.01 above, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information being furnished pursuant to Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, dated December 30, 2024, among the Company, Act III Holdings, LLC , Act III Management, LLC, BJ's Act III, LLC, and SC 2018 Trust LLC 10.2 Amendment No. 2, dated December 30, 2024, to Common Stock Purchase Warrant, dated May 5, 2020 (as amended), issued by the Company in favor of BJ's Act III, LLC 99.1 Press Release dated January 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. BJ'S RESTAURANTS, INC. (Registrant) Date: January 2, 2025 By: /s/ C. BRADFORD RICHMOND C. Bradford Richmond Interim Chief Executive Officer and Director

View Full Filing

View this 8-K filing on SEC EDGAR