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Twin Hospitality Group Inc., a retail-dining operator with annual revenues of $348.85 million and 25.69% year-over-year growth, has entered into an exchange agreement with FAT Brands Inc., according to a recent SEC filing. The agreement, effective June 4, 2025, involves the exchange of liabilities owed by Twin Hospitality and its subsidiaries to FAT Brands for shares of Twin Hospitality’s Class A Common Stock.
The transaction resulted in the cancellation of liabilities amounting to $31,200,345, which were recorded as "due to affiliates" in Twin Hospitality’s financial statements. In return, FAT Brands received 7,139,667 shares of Twin Hospitality’s Common Stock. The shares were valued at $4.37 each, a price determined to be the greater of the Nasdaq Official Closing Price on the day before the agreement’s effective date or the average closing price over the five trading days preceding the effective date. According to InvestingPro data, Twin Hospitality operates with a significant debt burden of $570.73 million and a concerning current ratio of 0.63.
This transaction was conducted under exemptions from the registration requirements of the Securities Act of 1933, as amended. The exemptions applied were for transactions by an issuer not involving any public offering, as specified under Sections 3(a)(9) and 4(a)(2) of the Securities Act, along with Rule 506 and similar state law exemptions.
Twin Hospitality Group, based in Dallas, Texas, operates in the retail-eating places sector. The company’s Class A Common Stock is traded on the Nasdaq Stock Market under the ticker (NASDAQ:TWNP), with a current market capitalization of $212.21 million. InvestingPro analysis indicates the stock is currently trading above its Fair Value, with 11 additional key insights available to subscribers. The information is based on a press release statement and InvestingPro data.
In other recent news, Twin Hospitality Group Inc. reported its Q1 2025 financial performance, revealing a 5.4% decrease in total revenue to $87.1 million compared to the previous year. The company also experienced a widened net loss of $12.1 million, up from $9.2 million. Despite these setbacks, Twin Peaks, a key brand under Twin Hospitality, saw a 5.1% increase in system-wide sales, highlighting some resilience in the market. Additionally, Twin Hospitality announced the appointment of Kim Boerema as the new CEO, bringing extensive experience in restaurant operations to the company. The leadership change is part of the company’s broader strategy to expand its footprint, with plans to open 3-4 new units in 2025. In a separate development, the company announced the retirement of its Chief Development Officer, Michael Locey, effective in June 2025. Looking ahead, Twin Hospitality aims to raise $75-100 million in equity and is focusing on enhancing its sports programming, particularly around the 2026 World Cup. These strategic initiatives aim to position the company for future growth despite current financial challenges.
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