NPC International Enters Into $816 Million Stalking Horse Asset Purchase Agreement with Flynn Restaurant Group

NPC International, Inc. ("NPC" or the "Company") announced today that it has entered into a stalking horse asset purchase agreement (the "APA") with Flynn Restaurant Group LP through certain of its subsidiaries ("Flynn") and will seek approval of Flynn as the stalking horse bidder from the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"). Flynn has agreed to acquire substantially all of NPC's assets in a sale process under Section 363 of the U.S. Bankruptcy Code. The agreement is subject to Court approval and any higher or better offers pursuant to the bidding procedures and deadlines previously approved by the Court.

Under the terms of the APA, Flynn would acquire all of NPC's more than 1,300 Pizza Hut and Wendy's restaurants across the country, as well as NPC's Shared Services assets for $816 million. Flynn has committed to offer employment to substantially all of NPC's more than 30,000 full and part time employees.

Flynn is the largest restaurant franchisee in the United States. Founded in 1999 and headquartered in San Francisco, Flynn operates over 1,200 Applebee's, Taco Bell, Panera and Arby's restaurants across the country.

"This is a significant step in our restructuring process, and we are very pleased to have reached this agreement with Flynn, which validates the strong value and long-term potential of NPC's business," said Jon Weber, CEO & President of NPC's Pizza Hut division. "As we continue to work through the sale process and solicit bids for our assets from other interested parties in accordance with the Court approved bidding procedures, our restaurants across the country will remain open."

"An important aspect of the stalking horse agreement is Flynn's commitment to offer employment to substantially all of NPC's employees," said Carl Hauch, CEO & President of NPC's Wendy's division. "We are pleased that Flynn recognizes the unique value of our team of employees, and we are tremendously proud of the commitment our employees have shown during this challenging year as we navigate the effects of the COVID-19 pandemic."

"We are very excited about the possibility of acquiring NPC's portfolio of Pizza Hut and Wendy's restaurants, as well as its Shared Services division," said Greg Flynn, Founder, Chairman and Chief Executive officer of Flynn Restaurant Group. "These are great assets and iconic restaurant brands, and we are confident we can maximize the long-term value of the business as we continue to pursue our goal of being the premier franchise group in the restaurant industry."

A court hearing to approve Flynn as the stalking horse bidder will take place on November 13, 2020. NPC intends to continue to solicit bids from other interested parties for some or all of its assets in accordance with the Court-approved bidding procedures and expects to hold a sale hearing on December 4. Interested bidders are encouraged to contact the Company's financial advisors, Greenhill & Co., which may be reached by contacting Neil Augustine ([email protected]), Thomas McCarthy ([email protected]) or Nick Drayson ([email protected]).

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 APA and all relevant court filings and other documents related to the restructuring process are available at http://dm.epiq11.com/NPC; or by calling NPC's restructuring information line at (855) 917-3563 (Toll free U.S.) or +1 (503) 502-4403 for (Non-U.S. Parties) or sending an email to [email protected].

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, and A&G Realty is acting as real estate advisor to the Company.

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

About NPC International

NPC International, Inc. is the largest franchisee of any restaurant concept in the U.S., based on unit count, and the fifth largest restaurant unit operator, based on unit count, in the U.S. The Company, which is headquartered in Leawood, Kansas and has a shared services center located in Pittsburg, Kansas, has more than 30,000 full and part time employees at both Pizza Hut and Wendy's, and operates in 30 states and District of Columbia.