Wingstop Inc. Enters Material Definitive Agreement

TL;DR

Wingstop just signed a big deal, expect financial moves.

AI Summary

Wingstop Inc. entered into a material definitive agreement on December 3, 2024. This agreement involves a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Wingstop, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Wingstop Inc. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share WING NASDAQ Global Select Mar
• $500 million — owned subsidiary of the Company issued $500 million of its Series 2024-1 5.858% Fixed Rate
• $200 million — A-1 (the "Variable Funding Notes") from $200 million to $300 million. Following the increase
• $300 million — le Funding Notes") from $200 million to $300 million. Following the increase, borrowing capa
• $300 m — of up to a maximum principal amount of $300 million, a portion of which may be used t

Filing Documents

• wing-20241203.htm (8-K) — 46KB
• wingstop2024-1xfirstamendm.htm (EX-4.1) — 1827KB
• wingstop2024-1xseries2024x.htm (EX-4.2) — 563KB
• wingstop2024-1xfirstsupple.htm (EX-4.3) — 1073KB
• wingstop2024-1xamendedandr.htm (EX-10.1) — 860KB
• 0001636222-24-000148.txt ( ) — 5126KB
• wing-20241203.xsd (EX-101.SCH) — 2KB
• wing-20241203_lab.xml (EX-101.LAB) — 22KB
• wing-20241203_pre.xml (EX-101.PRE) — 13KB
• wing-20241203_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement General As previously announced, on November 19, 2024, Wingstop Inc. (the "Company," "we," "our," or "us") entered into a definitive agreement relating to an existing securitized financing facility pursuant to a privately placed securitization transaction (the "2024 Securitization"). To complete the 2024 Securitization, on December 3, 2024 (the "Closing Date"), Wingstop Funding LLC, a Delaware limited liability company (the "Issuer"), a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company issued $500 million of its Series 2024-1 5.858% Fixed Rate Senior Secured Notes, Class A-2 (the "2024 Class A-2 Notes"). The offering was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the 2024 Securitization, the Issuer also increased the capacity of its revolving financing facility of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the "Variable Funding Notes") from $200 million to $300 million. Following the increase, borrowing capacity under the Variable Funding Notes permits borrowings of up to a maximum principal amount of $300 million, a portion of which may be used to issue letters of credit. The 2024 Class A-2 Notes and the Variable Funding Notes are referred to collectively as the "Notes." Subject to certain limitations, the Notes are secured by certain of the Company's domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, intellectual property, and vendor rebate contracts (collectively, the "Securitized Assets"), that were previously contributed or otherwise transferred to the Issuer and certain other limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company (collectively, the "Securitization Entities") that act as guarantors pursuant to a guarantee and collateral agreement previously entered into. 2024 Class A-2 Notes The 2024 Class

Use of Proceeds

Use of Proceeds On the Closing Date, a portion of the net proceeds of the offering were used to pay fees and expenses related to the issuance of the 2024 Notes. The Company intends to use the remaining proceeds for general corporate purposes, which may include the repurchase of shares of the Company's common stock. The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Base Indenture, the Series 2024-1 Supplement, the Series 2022-1 Supplement, the Variable Funding Note Purchase Agreement, the Guarantee and Collateral Agreement and the Management Agreement, which have been filed as Exhibits 4.1, 4.2, and 10.1, respectively, hereto and are hereby incorporated herein by reference. Interested parties should read the documents in their entirety. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 4.1 First Amendment to the Second Amended and Restated Base Indenture, dated as of December 3, 2024, by and between Wingstop Funding LLC, as Issuer, and Citibank, N.A., as Trustee and Securities Intermediary. 4.2 Series 2024 -1 Supplement to Base Indenture, dated as of December 3, 2024 , by and between Wingstop Funding LLC, as Issuer of the Series 2024 -1 fixed rate senior secured notes, Class A-2, and Series 202 2 -1 variable funding senior secured notes, Class A-1, and Citibank, N.A., as Trustee and Series 2024 -1 Securities Intermediary. 4.3 First Supplement to Series 2022-1 Supplement, dated as of December 3, 2024, by and between Wingstop Funding LLC, as Issuer of the Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary. 10.1 Amended and Restated Class A-1 Note Purchase Agreement, dated as of December 3, 2024, by and among Wingstop Funding LLC, as Issuer, each of Wingstop Guarantor LLC and Wingstop Franchising LLC, each as a Guarantor, Wingstop Restaurants Inc., as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, Morgan Stanley Asset Funding Inc., as Administrative Agent and Morgan Stanley Bank, N.A., as L/C Provider. 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 thereunto duly authorized. Wingstop Inc. Date: December 3, 2024 By: /s/ Alex R. Kaleida Chief Financial Officer (Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR