--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-049781" form_type: "8-K" ticker: null cik: "0001723580" company_name: "BurgerFi International, Inc." filed_at: "2023-02-27T23:59:59+00:00" generated_at: "2026-06-18T23:48:41.276469+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # BurgerFi enters $15.1M junior secured loan with L Catterton affiliate; amends Series A Preferred Stock terms ## Summary - Borrowers entered $15.1M junior secured note: $10M amended/restated existing loan plus $5.1M new junior subordinated secured debt from CP7 Warming Bag (L Catterton affiliate). - Note matures Sept 30, 2027; no cash interest or principal payments until maturity; no voluntary prepayments until Credit Agreement repaid. - A&R CoD grants CP7 director designation rights based on Series A ownership thresholds (70%+ = 2 directors, 35-70% = 1 director, below 35% = termination). - Series A holders gain consent rights over CEO changes and debt incurrences >$2.5M; redemption default triggers mandatory sale process. - Amendment to SPA removes seller's director designation right, replaced by CP7 rights in A&R CoD. ## SEC filing metadata - accession: 0001193125-23-049781 - form_type: 8-K - cik: 0001723580 - company_name: BurgerFi International, Inc. - filed_at: 2023-02-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.03, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/d268213d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-049781 - JSON: https://secwatch.observer/filing/0001193125-23-049781.json - Plain text: https://secwatch.observer/filing/0001193125-23-049781.txt ## Key facts - Debt Financings BurgerFi International, Inc. incurred loan of $10,000,000 Existing Loan and $5,100,000 new junior subordinated secured indebtedness with CP7 Warming Bag, L.P. maturing September 30, 2027. - Instrument: loan - Principal: $10,000,000 Existing Loan and $5,100,000 new junior subordinated secured indebtedness - Counterparty: CP7 Warming Bag, L.P. - Maturity: September 30, 2027 - Event: incurrence source text: On February 24, 2023, the Borrowers entered into a Secured Promissory Note (the “Note”) with CP7 Warming Bag , L.P., an affiliate of L Catterton, as lender (the “Junior Lender”), pursuant to which the Junior Lender continued, amended and restated the Existing Loan of $10,000,000, which is junior subordinated secured indebtedness, and also provided $5,100,000 of new junior subordinated secured indebtedness, to the Borrowers evidence_url: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm - Governance Changes BurgerFi International, Inc.: Filed an amended and restated certificate of designation for Series A Preferred Stock, modifying director designation rights, voting rights, and redemption provisions (effective 2023-02-27). - Change: charter amendment - Effective: 2023-02-27 source text: On February 27, 2023, the Company filed an amended and restated certificate of designation, dated as of February 24, 2023 (the “A&R CoD”), with the Delaware Secretary of State regarding the Company’s shares of preferred stock, par value $0.0001 per share, designated as Series A Preferred Stock, to amend certain powers, designations, preferences and other rights set forth therein, as more fully described below, to be effective February 27, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm - Material Agreements BurgerFi International, Inc. entered into Secured Promissory Note with CP7 Warming Bag, L.P., an affiliate of L Catterton, as lender (the “Junior Lender”) (effective 2023-02-24). - Action: entry - Agreement: credit facility - Counterparty: CP7 Warming Bag, L.P., an affiliate of L Catterton, as lender (the “Junior Lender”) - Effective: 2023-02-24 source text: On February 24, 2023, the Borrowers entered into a Secured Promissory Note (the “Note”) with CP7 Warming Bag , L.P., an affiliate of L Catterton, as lender (the “Junior Lender”), pursuant to which the Junior Lender continued, amended and restated the Existing Loan of $10,000,000, which is junior subordinated secured indebtedness, and also provided $5,100,000 of new junior subordinated secured indebtedness, to the Borrowers (collectively, the “Junior Indebtedness”), which Junior Indebtedness was incurred outside of the Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm - Material Agreements BurgerFi International, Inc. amended Amendment to the SPA with Hot Air, Inc., Cardboard Box, LLC (the “Seller”) and the Company (effective 2023-02-24). - Action: amendment - Agreement: equity purchase - Counterparty: Hot Air, Inc., Cardboard Box, LLC (the “Seller”) and the Company - Effective: 2023-02-24 source text: On February 24, 2023, the parties to the Amended and Restated Stock Purchase Agreement, dated November 3, 2021 (the “SPA”), by and among Hot Air, Inc., Cardboard Box, LLC (the “Seller”) and the Company, entered into an Amendment to the SPA (the “Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm - Material Agreements BurgerFi International, Inc. amended Fifteenth Amendment to Credit Agreement with the Borrowers (BurgerFi International, Inc. and Plastic Tripod, Inc.), the Guarantors, Regions Bank as administrative agent, and the other Lenders party thereto (effective 2023-02-24). - Action: amendment - Agreement: credit facility - Counterparty: the Borrowers (BurgerFi International, Inc. and Plastic Tripod, Inc.), the Guarantors, Regions Bank as administrative agent, and the other Lenders party thereto - Effective: 2023-02-24 source text: On February 24, 2023, BurgerFi International, Inc., a Delaware corporation (the “Company”), and Plastic Tripod, Inc., a Delaware corporation and a subsidiary of the Company (“Plastic Tripod”, and together with the Company, the “Borrowers”), further amended their credit facilities under their existing Credit Agreement, dated as of December 15, 2015, by and among the Borrowers, the subsidiary guarantors party thereto (collectively, the “Guarantors”), Regions Bank, as administrative agent for the lenders, collateral agent for the lenders, a lender, swingline lender and issuing bank (in such capacity, the “Administrative Agent”), Cadence Bank, as a lender, Webster Bank, National Association, as a lender, Synovus Bank, as a lender, CP7 Warming Bag, LP, as a lender and the other lenders party thereto (collectively, the “Lenders”), as amended from time to time (the “Credit Agreement”), by entering into that certain Fifteenth Amendment to Credit Agreement, dated as of February 24, 2023 (the “F evidence_url: https://www.sec.gov/Archives/edgar/data/1723580/000119312523049781/0001193125-23-049781-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.