factual

When is the remaining 50% of the note proceeds due for Capriottis Sandwich Shop?

Capriottis_Sandwich_Shop Franchise · 2025 FDD

Answer from 2025 FDD Document

7.00%
8.00%, due through June 2027, collateralized by the
Company's assets.
Note payable to John Fogarty Living Trust, interest only payable 1,000,000 1,000,000
monthly at 7.00%, due on
July 1, 2028, collateralized by the
Company's assets, guaranteed by certain stockholders.
Notes payable to stockholders, interest only payable monthly ranging
from 7.00% to 10%, due through January 2026, collateralized by the
Company's assets. 953,827 953,827
Note payable to Zeus Holdings, LLC, interest only payable monthly at 285,000 285,000
8.00% due,
in December 2025, collateralized by the assets of
Capriotti's Silverado, LLC.(c)
Note payable to Morris Family Trust, a related party, payable in monthly 140,530 147,574
installments of $1,551, including interest at 7.00%, due on
May 1, 2025, collateralized by the Company's assets.
Economic Injury Disaster Loan (EIDL) to the U.S. Small Business 300,000 300,000
Association, payable in monthly installments of $731, including
interest at 3.75%, due through June 2050, collateralized by the
Company's assets.
Notes payable to stockholders, interest only payable monthly ranging 2,500,000 2,500,000
from 8.00% to 12.00%, due through February 2026, collateralized by
the Company's assets.
Note payable to Zeus Holdings, LP, a related party, interest only
payable at 12.00%, due upon the receipt of Employee Retention Credit
funds, collateralized by the Company's assets, guaranteed by certain
stockholders. (g) 600,000 600,000
Note payable to Zeus Holdings, LLC, a related party, interest only 159,530 159,530
payable at 8.00%, due on January 31, 2026, collateralized by the
Company's assets, guaranteed by certain stockholders.
Note payable to Zeus Holdings LP, a related party, interest only payable
monthly at 8.00%, due on December 31, 2025, collateralized by the
Company's assets, guaranteed by certain stockholders. 367,000 367,000
Note payable to JLJS Holdings, LLC, a related party.(d) 499,333 499,333
Note payable to minority owner of Wing Zone. Interest at 8% is payable
quarterly.
The
principal
balance
is
due
in
December 2025.
Unamortized discounts as of December 29, 2024 are $64,000.(e) 936,000 872,000
Total Debt 14,027,814 9,960,779
Less: current maturities (4,528,871) (1,107,044)
Long-Term Portion of Debt $ 9,498,943 $ 8,853,735

Notes to Consolidated Financial Statements

  • (a) To finance restaurant acquisitions and provide additional working capital, Capriotti's Craig, LLC and Capriotti's Huntridge, LLC entered into financing transactions with Zeus Holdings, LLC. The agreements are in the form of convertible promissory notes that provide for the quarterly period-end (period-end defined as every four weeks from the fiscal year-end) payments of 50% of the borrower's EBITDA until such time as the instrument is fully repaid or redeemed (as more fully described below), or the borrower is liquidated. Beginning in the fifth year after issuance, the lender is also entitled to an additional 25% of the borrower's EBITDA as payment of the outstanding principal until such time as the lender recovers 50% of the original loan proceeds. On the ten-year anniversary of the note, a balloon payment is due in an amount sufficient to pay the outstanding principal down to 50% of the original note proceeds. The remaining 50% of the note proceeds is due on the 15-year anniversary of the note, and the anniversary dates are February 2025 and August 2033. At any time prior to maturity, the loan can be extended for additional one-year terms with the mutual consent of the parties. Also, at any time prior to maturity, 50% of the original note proceeds is convertible into a 50% nonvoting equity interest in the borrower.
  • (b) To finance restaurant acquisitions and provide additional working capital, Capriotti's Sparks LLC, Capriotti's Meadows LLC, and Capriotti's Sierra, LLC entered into new financing transactions during 2019 with Zeus Holdings, LLC; Dream Big Holdings, LLC (a related-party lender);

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 73)

What This Means (2025 FDD)

According to the 2025 Capriottis Sandwich Shop FDD, the timing of the remaining 50% of note proceeds depends on the specific financing agreement. For Capriotti's Craig, LLC and Capriotti's Huntridge, LLC, the remaining 50% of the note proceeds is due on the 15-year anniversary of the note, with anniversary dates of February 2025 and August 2033.

For Wing Zone Craig, LLC, the remaining 50% of the note proceeds is due on the 15-year anniversary of the note, specifically June 2038.

These notes are part of convertible promissory notes, where quarterly payments of a percentage of the borrower's EBITDA are made until the note is repaid, redeemed, or the borrower is liquidated. A balloon payment covering the outstanding principal down to 50% of the original note is due on the ten-year anniversary. The loan can be extended with mutual consent, and 50% of the original note proceeds can be converted into a 50% nonvoting equity interest before maturity.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.