NPC International Reaches Separate Asset Purchase Agreements Following Successful Mediation; Transactions Would Result in Sale of Substantially All of NPC’s Business

Flynn Restaurant Group to Acquire NPC Pizza Hut Restaurants, Approximately Half of NPC’s Wendy’s Restaurants, and Substantially All of NPC’s Shared Services Assets

Current Wendy’s Franchisees to Acquire the Other Half of NPC’s Wendy’s Restaurants

Hearing to Approve Sale Agreements is Scheduled for January 15, 2021

LEAWOOD, Kan.--(BUSINESS WIRE)--NPC International, Inc. (“NPC” or the “Company”) announced today that, following a successful mediation process, the Company has reached separate asset purchase agreements with Flynn Restaurant Group (“Flynn”) and Wendy’s International LLC (“Wendy’s”) which would result in the sale of substantially all of NPC’s assets and pave the way for NPC to complete its chapter 11 restructuring.

A hearing before the United States Bankruptcy Court for the Southern District of Texas (the “Court”) to consider the approval of the sale transactions is currently scheduled for January 15, 2021.

The combined purchase price of the two sale transactions is approximately $801 million. The asset purchase agreements filed with the Court today provide for the following:

• Flynn will acquire over 925 of NPC’s Pizza Hut restaurants; about half of NPC’s Wendy’s restaurants; and substantially all of NPC’s shared service assets.
• Wendy’s will acquire NPC’s remaining Wendy’s restaurants and assign the right to acquire restaurants to five current Wendy’s franchisees (the “Wendy’s Purchasers,” and together with Flynn, the “Purchasers”).

• The Purchasers have agreed to offer positions of employment to all of NPC’s restaurant field operations employees and substantially all other non-field NPC employees.

“This is an excellent outcome for NPC’s Wendy’s restaurants and our team,” said Carl Hauch, CEO & President of NPC’s Wendy’s division. “We are very pleased that our restaurants will be joining the ranks of established, high performing restaurant franchise groups. We are grateful to Judge Isgur for his guidance during the mediation process and to Wendy’s, Flynn, the Wendy’s franchisee acquirers and our lenders for working diligently to allow for this result.”

“We are confident that NPC’s Pizza Hut restaurants will be in very good hands as part of Flynn Restaurant Group,” said Jon Weber, CEO & President of NPC’s Pizza Hut division. “We have developed excellent teams at our Pizza Hut restaurants around the country, and I’m extremely proud of the way our organization rallied together in 2020 and maintained our commitment to delivering excellent quality and service.”

“Flynn Restaurant Group has built our business over the last twenty plus years by focusing on managing superior operations with great teams of people at premier restaurant concepts,” said Greg Flynn, Founder, Chairman and Chief Executive Officer of Flynn Restaurant Group. “The Pizza Hut and Wendy’s restaurants we have agreed to acquire from NPC align perfectly with this strategy, and we’re confident that our new team members will fit right in at Flynn Restaurant Group.”

Subject to Court approval, the execution of definitive documentation, and the approval of certain matters subject to Wendy’s and Pizza Hut’s consent of Flynn Restaurant Group as a new franchisee, the sale transactions are expected to close by the end of the second quarter of 2021.

Additional Information

As previously announced, on July 1, 2020, NPC and certain of its affiliates and subsidiaries filed voluntary petitions to restructure under chapter 11. The asset purchase agreements and all relevant Court filings and other documents related to the sale process and the restructuring process are available at http://dm.epiq11.com/NPC; or by calling NPC’s restructuring information line at [phone] (Toll free U.S.) or [phone] for (Non-U.S. Parties) or sending an email to [e-mail].

Weil, Gotshal & Manges LLP is acting as NPC’s legal counsel, Greenhill & Co., LLC is acting as financial advisor, AlixPartners LLP is serving as restructuring advisor, A&G Realty is acting as real estate advisor to the Company, and The Cypress Group is acting as quick-service restaurant M&A advisor in connection with the transaction.

Davis Wright Tremaine LLP and Kirkland & Ellis LLP are serving as legal counsel to Flynn Restaurant Group LP.

Cleary, Gottlieb, Steen & Hamilton LLP is acting as legal counsel, and Jefferies LLC is acting as financial advisor to Wendy’s.

McDermott, Will & Emery LLP is acting as legal counsel, and FTI is acting as financial advisor to Pizza Hut, LLC.

About NPC International

NPC International, Inc. is the largest franchisee of both Pizza Hut and Wendy’s as well as the second largest restaurant franchisee overall in the U.S., operating over 1,300 restaurants in 30 states and the district of Columbia. The Company, which is headquartered in Leawood, Kansas and has a shared services center located in Pittsburg, Kansas, generates approximately $1.5 billion in sales and has more than 30,000 full and part time employees.

About Flynn Restaurant Group LP

With more than 1,200 Applebee’s, Taco Bell, Panera, and Arby's restaurants generating $2.3 billion in sales and directly employing more than 48,000 people in 33 states, Flynn Restaurant Group is the largest franchise operator in the United States. Proforma for its acquisition of approximately 1,150 Pizza Hut and Wendy’s restaurants from NPC, FRG will operate over 2,350 restaurants generating $3.5 billion in sales and employing more than 70,000 people in 45 states and the District of Columbia.