FAT Brands Inc. (NasdaqCM:FAT) entered into a stock purchase agreement to acquire Global Franchise Group, LLC from Lion Capital LLP and Serruya Private Equity Inc. for approximately $440 million on June 26, 2021. The consideration consists of $350 million in cash, $25 million in common stock and $67.5 million in Series B cumulative preferred stock. The cash portion of the purchase price will be funded from the issuance of a new series of notes and cash on hand. If the agreement is terminated by FAT Brands, it shall pay as termination fee an aggregate amount equal to two percent (2.0%) of the Base Purchase Price. The transaction is subject to antitrust regulations and is expected to close by the end of July 2021. The acquisition is expected to eventually increase annual EBITDA by approximately $40 million to approximately $55-$60 million. Duff & Phelps Securities, LLC served as financial advisor to Global Franchise Group and Serruya Private Equity. Sheppard, Mullin, Richter & Hampton LLP and Greenberg Traurig, LLP acted as legal advisor to FAT Brands. Bryan Cave Leighton Paisner LLP acted as legal advisor to Serruya Private Equity and Lion Capital.

FAT Brands Inc. (NasdaqCM:FAT) completed the acquisition of Global Franchise Group, LLC from Lion Capital LLP and Serruya Private Equity Inc. on July 22, 2021. The purchase price for the transaction was $442,500,000, paid by FAT Brands Inc. in the form of $350,500,000 in cash, 3,089,245 shares of FAT's Series B Cumulative Preferred Stock and 1,964,865 shares of FAT's Common Stock. On July 22, 2021, FAT Brands Inc. completed the issuance and sale in a private offering through its special purpose, wholly-owned subsidiary, FAT Brands GFG Royalty I, LLC, of an aggregate principal amount of $350,000,000 of Series 2021-1 Fixed Rate Secured Notes. The net proceeds from the sale of the Notes were used by FAT Brands Inc. to finance a portion of the purchase price for the acquisition.