Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 19, 2023

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BOWLERO CORP.

(Exact name of registrant as specified in its charter)

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Delaware	001-40142	98-1632024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
7313 Bell Creek Road Mechanicsville, Virginia 23111
(Address of principal executive offices and zip code)
(804) 417-2000
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.0001

BOWL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01			Regulation FD Disclosure

On October 19, 2023, Bowlero Corp. (the “Company”) issued a press release announcing a transaction (the "Transaction") with VICI Properties Inc. relating to the transfer of land and real estate assets of 38 Bowling Entertainment Centers across 17 states for aggregate value of $432.9 million. The text of the press release announcing the Transaction is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information referenced under Item 7.01 of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filings under the Securities Act or the Exchange Act.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.			Description
99.1			Press Release, dated October 19, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BOWLERO CORP.

Date: October 19, 2023	By:	/s/ Robert M. Lavan
	Name:	Robert M. Lavan
	Title:	Chief Financial Officer

Exhibit 99.1

Bowlero Completes $432.9 Million Sale-Leaseback with VICI Properties

Significant Capital Raise will be Used to Continue Growth Plan

RICHMOND, Va. – Bowlero Corp. (NYSE: BOWL) (“Bowlero”), the global leader in bowling entertainment, today completed a transaction with VICI Properties Inc. (“VICI”) relating to the transfer of land and real estate assets of 38 Bowling Entertainment Centers across 17 states for aggregate value of $432.9 million. The transaction was structured as a tax-deferred capital contribution, and proceeds are expected to be used to accelerate new builds, deploy capital into acquisitions and conversions, return capital to shareholders, pay down a portion of Bowlero’s debt, and for general corporate purposes.

Bowlero entered into a triple-net master lease agreement with VICI (the “Lease”). The Lease will have an initial total annual rent of $31.6 million, representing an acquisition cap rate of 7.3%, and an initial term of 25 years, with six 5-year tenant renewal options. Rent under the Lease will escalate at the greater of 2.0% or CPI (subject to a 2.5% ceiling). Bowlero expects the Lease to be treated as a long-term lease obligation with no effect on EBITDA.

Thomas Shannon, Chairman, Founder and CEO of Bowlero, said, “This transaction marks the beginning of a long-term, valuable partnership with VICI. John, David and team have been fantastic partners, and the support of VICI’s capital gives us the firepower to continue advancing our strategic directives. We look forward to growing the relationship over the coming years.”

Brett Parker, Executive Vice Chairman of Bowlero, said, “We are executing on accretive strategies that drive our growth. With this transaction, we also extended the duration and diversified the sources of our capital, strengthening our overall financial position. Bowlero has a long runway of opportunities with returns far in excess of our cost of capital across all growth vectors in the bowling entertainment space. We look forward to investing in additional opportunities to move our business forward and will continue to utilize sale-leasebacks to drive growth at an efficient cost of capital.”

Wells Fargo acted as exclusive financial advisor and Jones Day served as legal advisor to Bowlero on the transaction.

About Bowlero Corp.

Bowlero is the global leader in bowling entertainment. With approximately 350 bowling centers across North America, Bowlero serves more than 30 million guests each year through a family of brands that includes Bowlero, Lucky Strike, AMF and Bowl America. In 2019, Bowlero acquired the Professional Bowlers Association, the major league of bowling, which boasts thousands of members and millions of fans across the globe. For more information on Bowlero., please visit BowleroCorp.com

Forward Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risk, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions and forecasts. These forward-looking statements are generally identified by the use of words such as "anticipate," "believe," “confident,” “continue,” "could,"

"estimate," "expect," "intend," “likely,” "may," "plan," “possible,” "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: our ability to design and execute our business strategy; changes in consumer preferences and buying patterns; our ability to compete in our markets; the occurrence of unfavorable publicity; risks associated with long-term non-cancellable leases for our centers; our ability to retain key managers; risks associated with our substantial indebtedness and limitations on future sources of liquidity; our ability to carry out our expansion plans; our ability to successfully defend litigation brought against us; our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and claims of intellectual property and proprietary right infringement, misappropriation or other violation by competitors and third parties; failure to hire and retain qualified employees and personnel; the cost and availability of commodities and other products we need to operate our business; cybersecurity breaches, cyber-attacks and other interruptions to our and our third-party service providers’ technological and physical infrastructures; catastrophic events, including war, terrorism and other conflicts; public health emergencies and pandemics, such as COVID-19 pandemic, or natural catastrophes and accidents; changes in the regulatory atmosphere and related private sector initiatives; fluctuations in our operating results; economic conditions, including the impact of increasing interest rates, inflation and recession; and other factors described under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on September 11, 2023, as well as other filings that the Company will make, or has made, with the SEC, such as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Contacts:

For Media:
Bowlero Corp. Public Relations
PR@BowleroCorp.com

For Investors:
Bowlero Corp. Public Relations

IRSupport@BowleroCorp.com

Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
Entity Registrant Name	BOWLERO CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40142
Entity Tax Identification Number	98-1632024
Entity Address, Postal Zip Code	23111
Entity Address, State or Province	VA
Entity Address, City or Town	Mechanicsville
Entity Address, Address Line One	7313 Bell Creek Road
City Area Code	804
Local Phone Number	417-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001
Trading Symbol	BOWL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001840572