Ihop Corp - Current report filing (8-K)
May 21 2008 - 6:02AM
Edgar (US Regulatory)
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 19, 2008
IHOP CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-15283
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95-3038279
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(State or other
jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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450 North
Brand, Glendale, California
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91203
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(Address of principal
executive offices)
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(Zip Code)
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(818) 240-6055
Registrants telephone number, including area
code
Not
applicable
(Former Name or Former Address, if Changed
Since Last Report)
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 19, 2008, Applebees Restaurants West LLC, Applebees
Restaurants Kansas LLC, Applebees Restaurants Texas LLC, Applebees
Restaurants Mid-Atlantic LLC and Applebees Restaurants North LLC (collectively
the Applebees Entities) entered into a Purchase and Sale Agreement with
DBAPPLEF, LLC ( the Buyer) (an entity whose obligations under the Purchase
and Sale Agreement are guaranteed by Drawbridge Special Opportunities Fund LP;
Drawbridge Real Assets Fund LP; and Drawbridge Real Assets Fund (B-IP) LP),
pursuant to which the Applebees Entities agreed to sell and the Buyer agreed
to buy 187 parcels of real property, each of which is improved with a
restaurant operating as an Applebees Neighborhood Grill and Bar (the
Properties). The Buyer and its
guarantors are affiliates of Fortress Investment Group, a publicly traded alternative asset manager.
The Applebees Entities are indirect subsidiaries of the Registrants
wholly-owned subsidiary Applebees International, Inc. The Purchase and Sale
Agreement provides that the closing of the transaction will take place no later
than June 16, 2008.
The gross purchase price for the Properties before taxes is to be
determined in part by sales figures for the subject restaurants for the twelve
(12) month trailing period ending April 30, 2008. While the final sales figures
for April, 2008 are not yet available, the purchase price is estimated to be
the approximate amount of $347,000,000. The final sales figures for April, 2008
are expected to be available and the purchase price finalized no later than
June 1, 2008. The Buyer also has a limited right to elect not to purchase up to
a maximum of 15% of the total number of restaurant sites and adjust the
purchase price accordingly, if but only
if, such Properties have material defects relating to property condition,
title, survey, zoning or access. Assuming the properties are sold for
$347,000,000 the net after-tax cash proceeds would be approximately $294,000,000.
The Registrant expects to use all of the after-tax proceeds to pay down funded
debt.
The Purchase and Sale Agreement calls for the Applebees Entities to enter into a
Master Land and Building Lease (the Master Lease) relating to the Properties
with the Buyer, as Landlord, at the time of closing. The Properties may be used to operate an
Applebees or IHOP branded restaurant and for certain other specified
uses. The Master Lease calls for an
initial term of twenty years and four five year options to extend the term
which are exercisable by the Applebees Entities or their successors.
The Master Lease provides for the payment of monthly base rent to be
determined by sales figures for the subject restaurants for the twelve (12)
month trailing period ending April 30, 2008. As noted above, the final sales
figures for April, 2008 are not yet available. Based on the data available, the
initial monthly base rent under the Master Lease is estimated to be the
approximate amount of $2,700,000. The final sales figures for April, 2008 are
expected to be available and the initial monthly base rent under the Master
Lease finalized no later than June 1, 2008. If the Buyer elects to exclude
certain properties for the limited reasons noted above (up to a maximum of 15%
of the total number of restaurants) then the
initial monthly base rent under the Master Lease would be adjusted
accordingly. Additionally, the tenant
under the Master Lease is responsible for additional rent equal to any and all
fees, expenses, taxes and other charges of every kind and nature arising in
connection with or relating to the Properties.
The Applebees Entities may sublease all or a portion of the
Properties, without the Landlords consent, provided that certain conditions
are met. In addition, the Applebees
Entities may assign their interest in the Master Lease with respect to some or
all of the Properties, without Landlords consent, provided that certain
conditions are met and the assignee agrees to enter into a direct lease with
the Landlord on a pre-approved form attached to the Master Lease (Assigned
Leases). Further, if such assignment is to a qualified franchisee meeting
certain parameters set forth in the Master Lease, the Applebees Entities shall
be released by the Landlord from all obligations with respect to any Assigned
Lease.
2
SIGNATURE
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.
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IHOP CORP.
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Date: May 20,
2008
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By:
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/s/
Mark D. Weisberger
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Mark D. Weisberger
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Secretary
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