Item 1.01. Entry into a Material Definitive Agreement.
On August 1, 2018, Del Frisco's Restaurant Group, Inc. (the "Company") entered
into an Underwriting Agreement (the "Underwriting Agreement") with Piper
Jaffray & Co. and J.P. Morgan Securities LLC, as representatives of the
underwriters (collectively, the "Underwriters"), with respect to (i) the sale by
the Company of 11,250,000 shares of the Company's common stock, par value $0.001
per share, to the Underwriters and (ii) the grant by the Company to the
Underwriters of an option (the "Option") to purchase up to 1,687,500 additional
shares of the Company's common stock (together, the "Shares"). The sale of the
Shares, including the exercise in full of the Option, closed on August 6, 2018.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by the
Company for losses and damages in connection with the sale of the Shares. In the
ordinary course of business, the Underwriters or their respective affiliates
have engaged and may in the future engage in various financing, commercial
banking and investment banking services with, and provide financial advisory
services to, the Company and its affiliates for which they have received or may
receive customary fees and expenses. For additional information regarding the
Company's relationships with the Underwriters, see the section entitled
"Underwriting (Conflicts of Interest)" in the preliminary prospectus supplement
and final prospectus supplement relating to the offering and sale of the Shares.
The offering and sale of the Shares was made pursuant to a preliminary
prospectus supplement and final prospectus supplement related to the Company's
shelf registration statement on Form S-3 (File No. 333-225938) (the
"Registration Statement"), which became effective on July 12, 2018, each of
which has been filed with the Securities and Exchange Commission. The
information contained in this Current Report on Form 8-K is hereby incorporated
by reference into the Registration Statement.
The foregoing is a summary description of certain terms of the Underwriting
Agreement and is qualified in its entirety by the text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
On August 6, 2018, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion
to the Company with respect to the validity of the Shares (the "Opinion"). The
Opinion is being filed herewith, and thereby automatically incorporated by
reference into the Registration Statement, in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.
1.1 Underwriting Agreement, dated August 1, 2018, by and among Del
Frisco's Restaurant Group, Inc. and Piper Jaffray & Co., J.P. Morgan
Securities LLC and Citizens Capital Markets, Inc.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated August 6,
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
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