El Pollo Loco Files 8-K: Material Agreement & Other Events

TL;DR

El Pollo Loco signed a big deal, filed financials. More details to come.

AI Summary

On May 23, 2024, El Pollo Loco Holdings, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity for El Pollo Loco, potentially involving new contracts or strategic changes that could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a 'Material Definitive Agreement' without providing specifics, which introduces uncertainty about the nature and impact of this agreement.

Key Players & Entities

• El Pollo Loco Holdings, Inc. (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share LOCO The Nasdaq Stock Mar
• $9.785 — Stock"), from the Sellers at a price of $9.785 per share, representing the closing pri
• $15,013,154.86 — ent (5%), for a total purchase price of $15,013,154.86 (the "repurchase"). The repurchase was
• $398,895.50 — xchange for a payment to the Sellers of $398,895.50. The TRA requires the Company to pay to

Filing Documents

• loco-20240523x8k.htm (8-K) — 36KB
• loco-20240523xex99d1.htm (EX-99.1) — 84KB
• 0001606366-24-000032.txt ( ) — 267KB
• loco-20240523.xsd (EX-101.SCH) — 4KB
• loco-20240523_def.xml (EX-101.DEF) — 3KB
• loco-20240523_lab.xml (EX-101.LAB) — 21KB
• loco-20240523_pre.xml (EX-101.PRE) — 13KB
• loco-20240523x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 23, 2024, El Pollo Loco Holdings, Inc., a Delaware corporation (the "Company"), entered into a Stock Repurchase Agreement (the "Repurchase Agreement") with FS Equity Partners V, L.P. and FS Affiliates V, L.P. (together, the "Sellers"), pursuant to which the Company agreed to purchase an aggregate of 1,534,303 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), from the Sellers at a price of $9.785 per share, representing the closing price of such shares as listed on Nasdaq on May 23, 2024, less a discount of five percent (5%), for a total purchase price of $15,013,154.86 (the "repurchase"). The repurchase was completed on May 29, 2024. The Company previously repurchased (i) 1,500,000 shares of Common Stock from the Sellers pursuant to a Stock Repurchase Agreement dated November 29, 2023 and (ii) 2,500,000 shares of Common Stock from the Sellers pursuant to a Stock Repurchase Agreement dated August 7, 2023, as previously reported on Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 4, 2023 and August 8, 2023, respectively. John Roth, a former director of the Company until his resignation effective August 16, 2023, is a general partner and chief executive officer of Freeman Spogli & Co., which manages the Sellers. The foregoing summary of the Repurchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Repurchase Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. Also on May 29, 2024, the Company terminated all obligations under its Income Tax Receivable Agreement, dated July 30, 2014, by and among the Company and Trimaran Pollo Partners, L.L.C. as the Existing Stockholders' Representative (the "TRA") with respect to any payments or obligations owed to the Sellers thereunder in exchange for a payment to the Sellers of $398,895.50. The TRA requires the Company to pay to its pre-initial public offering ("IPO") stockholders 85% of the savings in cash that the Company realized in its income taxes as a result of utilizing its net operating losses and other tax attributes attributable to preceding periods.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Stock Repurchase Agreement, dated May 23, 2024, between El Pollo Loco Holdings, Inc., FS Equity Partners V, L.P. and FS Affiliates V, L.P. 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. El Pollo Loco Holdings, Inc. Date: May 29, 2024 By: /s/ Ira Fils Name: Ira Fils Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR