UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
May 11, 2021

Commission File Number: 000-21660

Papa John’s International, Inc.

(Exact name of registrant as specified in its charter)

2002 Papa John’s Boulevard

Louisville, Kentucky 40299-2367

(Address of principal executive offices)

(502) 261-7272

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement..

On May 11, 2021, Papa John’s International, Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”) with certain funds affiliated with, or managed by, Starboard Value LP (each, a “Seller” and collectively the “Sellers”), pursuant to which (i) the Company is repurchasing from the Sellers 78,387 shares of the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”) and (ii) the Sellers have agreed to convert the remaining 171,613 shares of Series B Preferred Stock that they own into 3,458,360 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock. As consideration for the transactions contemplated by the Repurchase Agreement, the Company will pay the Sellers aggregate cash consideration of approximately $183.9 million. The Repurchase Agreement contains customary representations, warranties, and conditions to closing. The transactions contemplated by the Repurchase Agreement are expected to close on or about May 13, 2021. The Company intends to use cash on hand and borrowings under the Company’s existing revolving credit facility to fund the transactions contemplated by the Repurchase Agreement.

Upon the consummation of the transactions contemplated by the Repurchase Agreement, the Sellers will collectively own approximately 9.5% of the outstanding shares of the Company’s Common Stock.

The repurchase of the Series B Preferred Stock from the Sellers is separate from and does not utilize any part of the Company’s existing $75 million share repurchase authorization for Common Stock.

The transaction was negotiated by an independent committee of the Company’s Board of Directors formed for the purpose of evaluating a possible transaction involving the Series B Preferred Stock, and was approved by the full Board of Directors upon such independent committee’s recommendation. The terms of the Governance Agreement, dated February 4, 2019, among the Company and Sellers will not be affected by the repurchase and conversion.

The foregoing summary of the Repurchase Agreement is qualified in its entirety by the full text of the Repurchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 12, 2021, the Company issued a press release to announce the transactions contemplated by the Repurchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

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.