The ONE Group to acquire Benihana owner for $365M; adds $514M revenue, $70M EBITDA

On March 26, 2024, The ONE Group Hospitality, Inc. (the “Company”), TOG Kaizen Acquisition, LLC, a wholly owned subsidiary of the Company (“Buyer”), Safflower Holdings LLC and Safflower Holdings Corp. entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which Buyer will purchase 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC, for $365.0 million in cash

the Company, HPC III Kaizen LP, an affiliate of Hill Path Capital LP (“HPC Investor”), and HPS Investment Partners, LLC (“HPS Investor” and collectively with HPC Investor, “Investors”) entered into an investment agreement (the “Investment Agreement”) whereby the Investors agreed to purchase (a) an aggregate of 160,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a price and with a liquidation preference of $1,000 per share; (b) warrants (in the form attached to the Investment Agreement, the “Penny Warrants”) to purchase a number of shares of Common Stock of the Company that in the aggregate will represent 5.33% of the fully diluted shares of Common Stock of the Company at closing at an exercise price of $0.01 per share; and (c) warrants (in the form attached to the Investment Agreement, the “Market Warrants”) to purchase, in the aggregate, 1,066,667 shares of Common Stock of the Company, at an exercise price of $10.00 per sha