RCI HOSPITALITY HOLDINGS, INC. (RICK): debt financing — RCI Hospitality repurchases 821k shares from ADW Capital for $30M

RCI HOSPITALITY HOLDINGS, INC.

Repurchased 821,000 shares; total consideration $30M: $8M cash plus $22M two-year unsecured note at 12% interest.
Promissory note due Nov 21, 2027; 23 equal monthly payments of $1M principal+interest then lump sum.
Note requires 50% of net cash from asset/subsidiary sales as prepayment; full acceleration on change of control.
Centennial Bank temporarily reduced debt service coverage ratio to 1.25x (vs. 1.40x) through June 30, 2026.
Mutual releases and non-disparagement clauses between RCIH and ADW Parties included in the agreement.

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

RCI HOSPITALITY HOLDINGS, INC. incurred loan of $22,000,000.00 with ADW Capital Partners, L.P. at 12% per annum maturing November 21, 2027.

Instrument: loan
Principal: $22,000,000.00
Counterparty: ADW Capital Partners, L.P.
Rate: 12% per annum
Maturity: November 21, 2027
Event: incurrence

Exact text from the filing

Agreement, we purchased 821,000 shares of common stock from the Seller, for a total purchase price of $30,000,000, paid $8,000,000 in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promissory note (the “Promissory Note”). The Promissory Note bears interest at the rate of 12% per annum and is payable in 23 equal monthly

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RCI HOSPITALITY HOLDINGS, INC. entered into Stock Repurchase Agreement with ADW Capital Partners, L.P., ADW Capital Management, LLC, and Adam D. Wyden valued at total purchase price of $30,000,000 (effective 2025-11-21).

Action: entry
Agreement: equity purchase
Counterparty: ADW Capital Partners, L.P., ADW Capital Management, LLC, and Adam D. Wyden
Value: total purchase price of $30,000,000
Effective: 2025-11-21

Exact text from the filing

On November 21, 2025, RCI Hospitality Holdings, Inc. (“we,” “us” and “our”) entered into a Stock Repurchase Agreement (the “Purchase Agreement”) with ADW Capital Partners, L.P., a Delaware limited partnership (the “Seller”), ADW Capital Management, LLC, a Delaware limited liability company (“ADWLLC”), and Adam D. Wyden, an individual (“Wyden”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RCI HOSPITALITY HOLDINGS, INC. amended a credit facility with Centennial Bank (effective 2025-11-21).

Action: amendment
Agreement: credit facility
Counterparty: Centennial Bank
Effective: 2025-11-21

Exact text from the filing

In connection with the transaction described above, Centennial Bank consented to the additional indebtedness under the Promissory Note and agreed to a temporary adjustment of the debt service coverage requirement under RCI Holding, Inc.’s existing loan agreements.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RCI HOSPITALITY HOLDINGS, INC. entered into Promissory Note with ADW Capital Partners, L.P. valued at $22,000,000.00 (effective 2025-11-21).

Action: entry
Counterparty: ADW Capital Partners, L.P.
Value: $22,000,000.00
Effective: 2025-11-21

Exact text from the filing

paid $8,000,000 in cash by wire transfer to Seller, and $22,000,000.00 pursuant to a two-year unsecured promissory note (the “Promissory Note”).

View on SEC.gov

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RCI HOSPITALITY HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001628280-25-053979

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