8-K
filed January 5, 2024, 6:59 PM ET
CIK 0001852633
M&A
confidence high
sentiment neutral
materiality 0.90
Pinstripes Holdings, Inc.: M&A transaction — Pinstripes completes de-SPAC with Banyan, lists on NYSE as PNST; obtains $50M Oaktree loan
Pinstripes Holdings, Inc.
- Closed merger with Banyan Dec 29; Pinstripes now wholly-owned sub; PNST & PNST WS start Jan 2 on NYSE.
- Post-close: 39.9M Class A, 3.4M each Series B-1/B-2, 4M Series B-3, 24M PNST warrants, 2.5M Oaktree warrants.
- 2.65M shares redeemed at $10.76; $347K left in trust; 23.99M warrants outstanding.
- Secured $50M Oaktree term loan (Tranche 1) due Dec 2028 at 12.5%+7.5%; also borrowed $5M more under Silverview loan.
- CEO Dale Schwartz gets director designation rights based on ownership; registration rights agreement filed.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinstripes Holdings, Inc. incurred term loan of $50.0 million with Oaktree Fund Administration, LLC at 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in k maturing December 29, 2028.
- Instrument
- term loan
- Principal
- $50.0 million
- Counterparty
- Oaktree Fund Administration, LLC
- Rate
- 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in k
- Maturity
- December 29, 2028
- Event
- incurrence
Exact text from the filing
Also on December 29, 2023, immediately following consummation of the Business Combination, Pinstripes and the registrant entered into a Loan Agreement (the “Oaktree Loan Agreement”) with Oaktree Fund Administration, LLC, as agent (the “Agent”) and the lenders party thereto (the “Lenders), providing for a term loan of $50.0 million to Pinstripes (the “Tranche 1 Loan”).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Pinstripes Holdings, Inc. incurred loan of $5.0 million with Silverview Credit Partners LP.
- Instrument
- loan
- Principal
- $5.0 million
- Counterparty
- Silverview Credit Partners LP
- Event
- incurrence
Exact text from the filing
Also on December 29, 2023, immediately following the consummation of the Business Combination, Pinstripes borrowed an additional $5.0 million under the Loan Agreement, dated as of March 7, 2023 by and among Pinstripes, Inc., Silverview Credit Partners LP, and other institutional investors from time to time (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Silverview Loan Agreement”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Otis Carter resigned as Director at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Keith Jaffee resigned as Director at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter Cameron resigned as Director at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
George Courtot resigned as Chief Financial Officer at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
George Courtot resigned as the Company’s Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bruce Lubin resigned as Director at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Keith Jaffee resigned as Chief Executive Officer at Pinstripes Holdings, Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Keith Jaffee resigned as the Company’s Chief Executive Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinstripes Holdings, Inc.: Adopted a new Code of Ethics for Principal and Senior Financial Officers (effective 2023-12-29).
- Change
- code of ethics
- Effective
- 2023-12-29
Exact text from the filing
on December 29, 2023, the Board approved and adopted a new Code of Ethics for Principal and Senior Financial Officers
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinstripes Holdings, Inc.: Ceased to be a shell company upon the Closing as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinstripes Holdings, Inc.: Amended and restated certificate of incorporation and adopted amended and restated bylaws in connection with the Business Combination.
- Change
- bylaw amendment
Exact text from the filing
the Company filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Pinstripes Holdings, Inc.: Changed fiscal year end from December 31 to the last Sunday in April effective upon the Closing.
- Change
- fiscal year change
Exact text from the filing
Effective upon the Closing, the Company changed its fiscal year end from December 31 to the last Sunday in April.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Pinstripes Holdings, Inc. underwent a change of control involving Pinstripes, Inc. (closed 2023-12-29).
- Action
- change of control
- Counterparty
- Pinstripes, Inc.
- Closing
- 2023-12-29
Exact text from the filing
On December 29, 2023 (the "Closing Date"), the registrant consummated the previously announced business combination (the "Closing") pursuant to the Business Combination Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Pinstripes Holdings, Inc. entered into Oaktree Loan Agreement with Oaktree Capital Management, L.P. valued at $40 million Tranche 1 Loan; interest at 12.5% cash/pik and 7.5% cash/pik; maturity December 29, 2028 (effective 2023-12-29).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Oaktree Capital Management, L.P.
- Value
- $40 million Tranche 1 Loan; interest at 12.5% cash/pik and 7.5% cash/pik; maturity December 29, 2028
- Effective
- 2023-12-29
Exact text from the filing
On December 29, 2023, Pinstripes and the Company entered into the Oaktree Loan Agreement on terms substantially the same as those set forth in the non-binding term sheet disclosed in a current report on Form 8-K filed by Banyan on December 19, 2023 and closed the Tranche 1 Loan.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.