Item 1.02 Termination of a Material Definitive Agreement.
On January 20, 2021, Driven Brands Holdings Inc. (the "Company"), an indirect
parent of the Car Wash Borrowers (as defined below), in its sole discretion, has
caused to be repaid in full the outstanding amounts under (1) that certain First
Lien Credit Agreement, dated as of October 3, 2017, as amended and restated on
April 10, 2018 (the "First Lien Credit Agreement"), by and among Shine Holdco
III Limited ("Shine Holdco III"), Shine Acquisition Co Limited ("Shine Bidco"),
Shine Acquisition Co. S.à r.l. ("Car Wash Lux Borrower"), Boing US Holdco, Inc.
("Car Wash US Borrower" and, together with the Car Wash Lux Borrower, the "Car
Wash Borrowers"), the lenders party thereto from time to time and Goldman Sachs
Bank USA, as administrative agent (the "Agent"), which consisted of a
$545 million term loan and a $75 million revolving credit commitment and
(2) that certain Second Lien Credit Agreement, dated as of October 3, 2017, as
amended and restated on April 10, 2018 (the "Car Wash Second Lien Credit
Agreement" and, together with the Car Wash First Lien Credit Agreement, the "Car
Wash Senior Credit Agreements"), by and among Shine Holdco III, Shine Bidco, the
Car Wash Borrowers, the lenders party thereto from time to time and the Agent,
which consisted of a $175 million term loan, and caused to be terminated the Car
Wash Senior Credit Agreements. No early termination penalties or prepayment
premiums were incurred by the Company in connection with the termination of the
Car Wash Senior Credit Agreements.
Item 8.01 Other Events.
On January 20, 2021, the Company completed the initial public offering (the
"Offering") of its common stock, par value $0.01 per share (the "Common Stock")
described in the prospectus (the "Prospectus"), dated January 14, 2021, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act"), which is deemed to be
part of the Registration Statement on Form S-1 (File No. 333-251615) (as
amended, the "Registration Statement"). In the Offering, the Company sold
31,818,182 shares of Common Stock at a purchase price per share of $20.79 (the
offering price per share to the public of $22.00 per share minus the
underwriting discount and commissions). The Company used the proceeds from the
Offering and cash on hand to repay in full the outstanding indebtedness under
the Car Wash Senior Credit Agreements as described under Item 1.02 above.
Income Tax Receivable Agreement
In connection with the Offering, the Company entered into the Income Tax
Receivable Agreement, dated January 16, 2021, by and among the Company and the
stockholders party thereto (the "Tax Receivable Agreement"). The Tax Receivable
Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by
reference. The terms of the Tax Receivable Agreement are substantially the same
as the terms set forth in the form of the agreement previously filed as Exhibit
10.14 to the Registration Statement and as described therein.
2021 Omnibus Incentive Plan
On January 6, 2021, the Company's Board of Directors approved the 2021 Omnibus
Incentive Plan (the "Omnibus Incentive Plan") and effective January 14, 2021,
the Company's stockholders adopted and approved the Omnibus Incentive Plan
substantially in the form previously filed as Exhibit 10.23 to the Registration
Statement. The Omnibus Incentive Plan provides for the granting of non-qualified
stock options, incentive (qualified) stock options, stock appreciation rights,
restricted stock awards, restricted stock units, other stock-based awards, other
cash-based awards or any combination of the foregoing to current and prospective
employees and directors of, and consultants and advisors to, the Company and its
affiliates. For further information regarding the Omnibus Incentive Plan, see
"Executive Compensation-Post-IPO Equity Compensation Plans-2021 Omnibus
Incentive Plan" in the Prospectus.
A copy of the Omnibus Incentive Plan is filed herewith as Exhibit 10.2 and
incorporated herein by reference. The above description of the Omnibus Incentive
Plan is not complete and is qualified in its entirety by reference to such
exhibit.
Employee Stock Purchase Plan
On January 6, 2021, the Company's Board of Directors approved the Employee Stock
Purchase Plan (the "ESPP") and effective January 14, 2021, the Company's
stockholders adopted and approved the ESPP substantially in the form previously
filed as Exhibit 10.24 to the Registration Statement. The ESPP provides
employees of the Company with an opportunity to purchase the Company's Common
Stock at a discount, subject to certain limitations set forth in the ESPP. For
further information regarding the ESPP, see "Executive Compensation-Post-IPO
Equity Compensation Plans-Employee Stock Purchase Plan" in the Prospectus.
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A copy of the ESPP is filed herewith as Exhibit 10.3 and incorporated herein by
reference. The above description of the ESPP is not complete and is qualified in
its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Income Tax Receivable Agreement, dated January 16, 2021, by and
among Driven Brands Holdings Inc. and the stockholders party
thereto
10.2 Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan
10.3 Driven Brands Holdings Inc. Employee Stock Purchase Plan
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