---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-24-003954"
form_type: "8-K"
ticker: "STKS"
cik: "0001399520"
company_name: "ONE Group Hospitality, Inc."
filed_at: "2024-03-26T23:59:59+00:00"
generated_at: "2026-06-04T07:46:02.632596+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Acquires Safflower Holdings (Benihana, RA Sushi) for $365M cash; financed with $160M preferred equity and $390M debt facility.
- Benihana adds ~$514M TTM GAAP revenue and ~$70M annual run-rate EBITDA; $20M synergies targeted within 24 months.
- Post-transaction, pro forma venue count of 168; annualized EBITDA with synergies >$135M.
- Hill Path Capital invests $160M in non-voting preferred stock (13% compounding dividend); Scott Ross and James Chambers to join board.
- Closing expected by end of Q2 2024; transaction immediately accretive to diluted EPS.

## SEC filing metadata
- accession: 0001558370-24-003954
- form_type: 8-K
- ticker: STKS
- cik: 0001399520
- company_name: ONE Group Hospitality, Inc.
- filed_at: 2024-03-26T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1399520/000155837024003954/0001558370-24-003954-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1399520/000155837024003954/stks-20240326x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-24-003954
- JSON: https://secwatch.observer/filing/0001558370-24-003954.json
- Plain text: https://secwatch.observer/filing/0001558370-24-003954.txt

## Key facts
- Material Agreements
  ONE Group Hospitality, Inc. entered into Stock Purchase Agreement with Safflower Holdings LLC valued at $365.0 million in cash (effective 2024-03-26).
  - Action: entry
  - Agreement: merger
  - Counterparty: Safflower Holdings LLC
  - Value: $365.0 million in cash
  - Effective: 2024-03-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1399520/000155837024003954/0001558370-24-003954-index.htm
- Material Agreements
  ONE Group Hospitality, Inc. entered into Investment Agreement with HPC III Kaizen LP, HPS Investment Partners, LLC valued at 160,000 shares of Series A Preferred Stock at $1,000 per share; Penny Warrants for 5.33% fully dilut (effective 2024-03-26).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: HPC III Kaizen LP, HPS Investment Partners, LLC
  - Value: 160,000 shares of Series A Preferred Stock at $1,000 per share; Penny Warrants for 5.33% fully dilut
  - Effective: 2024-03-26
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1399520/000155837024003954/0001558370-24-003954-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.