FAT Fat Brands

FAT Brands Inc. Announces Offering of Non-Convertible Preferred Stock and Warrants

FAT (Fresh. Authentic. Tasty.) Brands Inc. (NASDAQ: FAT) (“FAT Brands” or the “Company”), a leading global restaurant franchising company, today announced the commencement of an offering of up to $50,000,000 of Units comprised of non-convertible preferred stock and common stock purchase warrants (the “Offering”). The Offering will be conducted as a general solicitation private placement solely to accredited investors.

The Company will offer up to 5,000 Units at $10,000 per Unit, with each Unit consisting of 100 Shares of Series A Fixed Rate/Floating Rate Cumulative Preferred Stock (“Preferred Shares”) and 3 year Warrants to Purchase 185 shares of Common Stock (NASDAQ: FAT) at $18.00 per share. The Offering will close on a rolling basis, subject to customary closing conditions, commencing on or about January 31, 2018.

Investors in the Preferred Shares will receive quarterly cash dividends at a rate that increases from 8.0% to 13.0% per year, plus an additional dividend of 5.6% per year that will cumulate for the first three years and be payable on December 31, 2020. The Preferred Shares may be redeemed by the Company at 110% of liquidation preference plus accrued dividends in the first year after issuance, 105% in the second year after issuance, and 100% thereafter.

The Company intends to file a resale registration statement for the Preferred Shares and shares of Common Stock underlying the Warrants, and will seek to have the Preferred Shares quoted on the OTC Markets within 90 days of closing of the Offering.

TriPoint Global Equities, LLC, working with its online division BANQ® (www.banq.co), will act as the lead managing selling agent and sole bookrunner for the Offering. For additional information, please contact [email protected].

The Company intends to use the net proceeds of the Offering for the previously announced acquisition of Hurricane Grill & Wings and the repayment of existing indebtedness, as well as for general working capital and future acquisitions.

About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual and casual dining restaurant concepts around the world. The Company currently owns five restaurant brands, Fatburger, Buffalo’s Cafe, Buffalo’s Express and Ponderosa & Bonanza Steakhouses, that have approximately 300 locations open and 300 under development in 32 countries. For more information, please visit www.fatbrands.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the timing of and our ability to consummate the proposed offering of Preferred Shares and Warrants, the proposed use of proceeds including the acquisition of Hurricanes and other future acquisitions, the future financial and operating results of the combined companies, and our ability to pay dividends to our investors. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "forecast," and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements. We refer you to the documents we file from time to time with the Securities and Exchange Commission, including our recent Offering Statement on Form 1-A and our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

Legal Disclaimer

The Preferred Shares and Warrants will be offered only to "accredited investors" in reliance on the exemption from registration set forth in Rule 506(c) under the Securities Act of 1933, as amended (the “Securities Act”). The Preferred Shares and Warrants, and the common stock issuable upon exercise of the Warrants, have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sales of the Preferred Shares or Warrants in any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

EN
17/01/2018

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