Shake Shack Inc. current report, 24 December 2015

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Shake Shack Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Shake Shack Inc. on December 24, 2015, regarding a corporate reorganization event. The filing details the execution of a Stockholders Agreement dated February 4, 2015, involving the Company, Daniel H. Meyer and his affiliates (the "Meyer Group"), and Union Square Cafe Corp. ("USC").

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a capital structure reorganization rather than operational financial performance.

Material Changes

The primary material change is the completion of a tax-free reorganization under Section 368(a) of the IRS Code, structured as a two-step merger:

  • Step 1: On December 24, 2015, a wholly-owned subsidiary of Shake Shack merged with and into USC.
  • Step 2: On December 28, 2015, USC merged with and into Shake Shack Inc.

As a result of the merger:

  • USC stockholders received Class A common stock on a one-for-one basis.
  • All 1,727,804 shares of Class B common stock held by USC were cancelled.
  • All 1,727,804 LLC Interests in SSE Holdings, LLC held by USC were transferred to the Company.
  • The Daniel H. Meyer Investment Trust received 1,390,218 shares of Class A Stock (representing an 80.462% interest in USC).
  • Other stockholders received an aggregate of 337,586 shares of Class A Stock (representing a 19.538% interest in USC).

No Class A Stock was sold or purchased by USC, the Meyer Group, or any other stockholder during this transaction.

Guidance, Outlook, and Risks

The filing text does not contain management commentary, forward-looking guidance, risk factors, or contingencies related to future operations. The document is strictly a disclosure of the completed reorganization event.

Key Facts for Investor Verification

  • Verify the cancellation of 1,727,804 shares of Class B common stock and the corresponding issuance of Class A common stock.
  • Confirm the transfer of 1,727,804 LLC Interests from USC to Shake Shack Inc.
  • Validate the ownership distribution: Daniel H. Meyer Investment Trust holds 1,390,218 shares of Class A Stock; other stockholders hold 337,586 shares.
  • Ensure the transaction was executed as a tax-free reorganization under Section 368(a) of the IRS Code.