---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-22-032001"
form_type: "8-K"
ticker: "RICK"
cik: "0000935419"
company_name: "RCI HOSPITALITY HOLDINGS, INC."
filed_at: "2022-12-15T23:59:59+00:00"
generated_at: "2026-06-21T04:31:38.919484+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# RCI Hospitality acquires five Texas gentlemen's clubs for $66.5M

## Summary
- Total consideration $66.5M: $25M cash, $25.5M seller financing (7%, 10-year notes), 200,000 restricted shares at ~$80/sh.
- Expected first-year EBITDA ~$11M; after remodels and expansions, annual EBITDA projected $14-16M.
- Five clubs: two Baby Dolls (Dallas, Ft. Worth) and three Chicas Locas (Houston, Dallas, Arlington).
- Closing expected January 2023, pending permits and licenses; four clubs open, one to reopen after full remodel.
- Acquisition is company's second largest; portfolio grows to 58 clubs; existing management teams to join RCI.

## SEC filing metadata
- accession: 0001628280-22-032001
- form_type: 8-K
- ticker: RICK
- cik: 0000935419
- company_name: RCI HOSPITALITY HOLDINGS, INC.
- filed_at: 2022-12-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/0001628280-22-032001-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/rick-20221212.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-22-032001
- JSON: https://secwatch.observer/filing/0001628280-22-032001.json
- Plain text: https://secwatch.observer/filing/0001628280-22-032001.txt

## Key facts
- Material Agreements
  RCI HOSPITALITY HOLDINGS, INC. entered into ATM Purchase Agreement with ECAL-D&D, Inc. valued at $2,600,000 (effective 2022-12-12).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: ECAL-D&D, Inc.
  - Value: $2,600,000
  - Effective: 2022-12-12
  source text: BD Hospitality entered into an Asset Purchase Agreement (the "ATM Purchase Agreement") with ECAL-D&D, Inc. under which BD Hospitality will purchase certain automated teller machines (or ATMs) located at the five club locations for a purchase price of $2,600,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/0001628280-22-032001-index.htm
- Material Agreements
  RCI HOSPITALITY HOLDINGS, INC. entered into Asset Purchase Agreements with TTNA, Inc., DB Entertainment, Inc., Duncan Burch, Inc., Millennium Restaurants Group, Inc., T&N, Inc. (effective 2022-12-12).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: TTNA, Inc., DB Entertainment, Inc., Duncan Burch, Inc., Millennium Restaurants Group, Inc., T&N, Inc.
  - Effective: 2022-12-12
  source text: five different Asset Purchase Agreements (collectively, the "Asset Purchase Agreements"), under which a newly formed subsidiary of BD Hospitality Acquisition, Inc., ("BD Hospitality"), a wholly-owned subsidiary of RCIH, will acquire from each club owning entity all of the tangible and intangible assets and personal property used in the business of that club, except for certain excluded assets.
  evidence_url: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/0001628280-22-032001-index.htm
- Material Agreements
  RCI HOSPITALITY HOLDINGS, INC. entered into Real Estate Purchase Agreement with Duncan Burch valued at $41,000,000 (effective 2022-12-12).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Duncan Burch
  - Value: $41,000,000
  - Effective: 2022-12-12
  source text: Duncan Burch, an individual and the record owner of the real estate properties where the five clubs are located, entered into a Purchase and Sale Agreement (the "Real Estate Purchase Agreement") under which our subsidiary RCI Holdings, Inc. ("RCI Holdings") will purchase such properties for a total purchase price of $41,000,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/0001628280-22-032001-index.htm
- Material Agreements
  RCI HOSPITALITY HOLDINGS, INC. entered into IP Purchase Agreements with HQ Real Estate Management LLC and ERAF, Inc. (effective 2022-12-12).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: HQ Real Estate Management LLC and ERAF, Inc.
  - Effective: 2022-12-12
  source text: RCIH entered into two Intellectual Property Purchase Agreements with HQ Real Estate Management LLC ("HQ") and ERAF, Inc. ("ERAF"), respectively (collectively, the "IP Purchase Agreements").
  evidence_url: https://www.sec.gov/Archives/edgar/data/935419/000162828022032001/0001628280-22-032001-index.htm

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