Church's Chicken, one of the world’s largest quick service chicken restaurant chains, announced it has closed an offering by certain of its subsidiaries for $225,000,000 Series 2021-1 Fixed Rate Senior Secured Notes, Class A-2 (the “Offered Notes”). This transaction was structured as a whole business securitization through five special purpose subsidiaries (the “Co-Issuers”) and represents Church’s third whole business securitization issuance. The Offered Notes were priced at a coupon of 3.931% and have an expected term of five years.

Proceeds from the issuance will be used to repay a bridge facility that High Bluff Capital Partners, supported by various alternative investment funds managed by FS Investments, used to acquire Church’s in September 2021. The Offered Notes received a rating of BBB from Kroll Bond Rating Agency, consistent with the rating for Church’s previous whole business securitization issuance (which closed in 2017 and was refinanced concurrently with the acquisition of Church’s). The Co-Issuers also issued $25,000,000 Series 2021-1 Variable Funding Senior Secured Notes, Class A-1, which will allow the Co-Issuers to borrow amounts from time to time on a revolving basis (“VFN Notes”).

“Having shown remarkable resiliency over the course of the pandemic through the outstanding efforts of our team members and franchisees, Church’s Chicken is moving forward with tremendous momentum,” said Joe Christina, CEO of Church’s Chicken. “This financing underscores the strength of the Church’s brand and demonstrates considerable confidence in our ability to execute our ambitious growth agenda and continue to build this great brand.”

“We’re very pleased with this transaction, with its 3.931% coupon marking a meaningful improvement versus the 6.500% coupon of Church’s 2017 offering,” said Coady Smith from High Bluff Capital Partners. “This is a clear indication from the market that Church’s is a significantly different company today than it was in 2017. We look forward to supporting the leadership team to continue on this positive trajectory through additional innovation and investment, and delivering best-in-class opportunities to franchisees.”

The Offered Notes were sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The Class A-2 Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction. The Class A-2 Notes, together with the VFN and LR Notes, herein referred to as the “New Notes”. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other security, nor shall there be any offer, solicitation or sale of the New Notes or any other security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.