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):

September 7, 2021

Commission File Number:  000-21660

PAPA JOHN’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

	Delaware	61-1203323
	(State or other jurisdiction of	(I.R.S. Employer Identification
	incorporation or organization)	Number)

2002 Papa Johns 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:

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Item 7.01.          Regulation FD Disclosure.

 

On September 7, 2021, Papa John’s International, Inc. (the “Company”) commenced an offering pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Offering”) for the issuance of $400 million aggregate principal amount of senior notes due 2029 (the “Notes”).

 

In connection with the Offering, the Company disclosed certain information to prospective investors in a preliminary offering memorandum, dated September 7, 2021. The preliminary offering memorandum disclosed certain information that supplements or updates certain prior disclosures of the Company. Pursuant to Regulation FD, the Company is furnishing herewith excerpts of certain information presented in the preliminary offering memorandum as Exhibit 99.1 to this Form 8-K.

Item 8.01          Other Information.

 

On September 7, 2021, the Company issued a press release announcing its intention to offer $400 million aggregate principal amount of Notes in the Offering. The Notes will be guaranteed by each of the Company’s existing and future domestic restricted subsidiaries that are guarantors or borrowers under the Amended Credit Agreement (as defined below) or other certain indebtedness. Concurrently with the closing of the Offering, the Company will amend and restate its existing credit agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, Inc., as administrative agent.  Pursuant to the Amended Credit Agreement, the Company’s existing revolving credit facility will be increased to an aggregate principal amount of $600 million and the maturity will be extended for an additional five-year term (the “Amended Revolving Credit Facility”).

 

The Company intends to use the net proceeds from the Offering, together with borrowings under the Amended Revolving Credit Facility, to repay outstanding borrowings under the Company’s existing revolving credit facility and term loan facility and to pay all related fees and expenses.

 

There can be no assurance that the Offering or the Amended Credit Agreement will be completed. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

 

The information contained in this report, including the exhibits hereto, shall not constitute an offer to sell, or a solicitation of an offer to purchase, any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01          Financial Statements and Exhibits.

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