UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously reported by Twin Hospitality Group Inc. (the “Company”), the Company received notices of events of default (the “Default Notices”) under the base indenture (the “Indenture”) for its special purpose financing subsidiary, Twin Hospitality I, LLC (the “Securitization Issuer”), relating to fixed rate secured notes issued by the Securitization Issuer (the “Securitization Notes”). The events of default listed in the Default Notices related to various matters, including the inability of UMB Bank, National Association (“UMB”), trustee under the Indenture, to make payments due to the noteholders as of the quarterly payment date of October 27, 2025 under the Indenture due to insufficient amounts deposited in the Collection Account for the Securitization Notes.
On November 17, 2025, the Company received a notice of acceleration (the “Acceleration Notice”) from UMB with respect to the Securitization Notes issued by the Securitization Issuer (the “Accelerated Notes”). The Acceleration Notice stated that UMB, pursuant to Section 9.2 of the Indenture, acting at the direction of the Control Party under the Indenture, (i) accelerates and declares the outstanding principal amount of the Accelerated Notes issued under the Indenture to be immediately due and payable, (ii) declares the accrued and unpaid interest thereon through the date of acceleration to be immediately due and payable, and (iii) declares all other amounts due to the noteholders and the other Secured Parties under the Transaction Documents (as such term is defined in the Indenture) to be immediately due and payable. At this time, there has been no foreclosure on the collateral securing the Accelerated Notes, but the Company cannot provide any assurance that will not occur.
The aggregate principal amount outstanding under the Accelerated Notes is $412.3 million, or $402.6 million net of Securitization Notes retained by the Company’s parent company, FAT Brands Inc., and the aggregate amount of accrued and unpaid interest under the Accelerated Notes through the date of this report is approximately $20.0 million. The Company and the Securitization Issuer do not currently have amounts on hand to pay such principal and interest, and such acceleration or any subsequent foreclosure may materially and adversely affect the Company’s business, financial condition and liquidity, and could cause the Company and/or its subsidiaries to seek to reorganize through a bankruptcy proceeding.
The Company had been in discussions with representatives of the noteholders regarding one or more potential transactions involving a refinancing, restructuring or similar transaction of the Securitization Notes. The Company intends to continue pursuing those discussions, but cannot provide any assurances that it will reach an agreement on terms that are satisfactory to the Company and the noteholders promptly, or at all.
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.
| Twin Hospitality Group Inc. | ||
| Date: | November 21, 2025 | /s/ Kenneth J. Kuick |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||