8-K

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): December 12, 2017

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-51485	72-1060618
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1030 W. Canton Avenue, Ste. 100 Winter Park, FL		32789
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 333-7440

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 2.01.Completion of Acquisition or Disposition of Assets.

On December 12, 2017, RCSH Operations, Inc. (the “Purchaser”), a wholly-owned subsidiary of Ruth’s Hospitality Group, Inc. (the “Company”), completed the acquisition of substantially all of the assets of Desert Island Restaurants, L.L.C., Honolulu Steak House, LLC, Maui Steak House LLC, Wailea Steak House LLC, Beachwalk Steak House, LLC, Lava Coast Steak House, LLC and Kauai Steak House, LLC (collectively, the “Sellers”) for a cash purchase price of $35,482,912, pursuant to an asset purchase agreement (the “Purchase Agreement”) by and among the Purchaser, the Sellers and the principal of the Sellers party thereto (the “Acquisition”).  

Item 8.01.Other Events.

On December 12, 2017, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Index

Exhibit Number	Description
99.1	Press release, dated December 12, 2017.

SIGNATURES

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

	RUTH’S HOSPITALITY GROUP, INC.
Date:  December 12, 2017	By:	/s/ Arne G. Haak
		Arne G. Haak
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate ReleaseContact:

Fitzhugh Taylor

(203) 682-8261

ftaylor@icrinc.com

Ruth’s Hospitality Group, Inc. Completes Acquisition of Hawaiian Restaurants from Longtime Franchise Partner

WINTER PARK, Fla.—(BUSINESS WIRE)—December  12, 2017—Ruth’s Hospitality Group, Inc. (“RHGI”) (NASDAQ: RUTH) today announced that it has completed the previously announced acquisition of six restaurants in Hawaii from longtime franchise partner, Desert Island Restaurants, for approximately $35 million in cash. The acquisition includes six restaurants, including a new location opened in early November on the island of Kauai, as well as area development rights for the balance of the state. The acquisition has been funded with debt through the Company’s senior credit facility.

Mike O’Donnell, Chairman and Chief Executive Officer of Ruth’s Hospitality Group, stated, “We believe the acquisition of our Hawaiian franchise locations presents a significant opportunity for us. Since 1994, Randy Schoch and the local teams have built an award-wining group of restaurants leveraging our founder Ruth Fertel’s successful recipe: sizzling prime steaks and legendary hospitality, together with the aloha spirit of Hawaii.  I’m pleased to officially welcome these impressive restaurants and their outstanding teams into the Ruth’s Hospitality Group family.  We are proud of their achievements and we are committed to supporting their success.  Randy will maintain a leadership relationship with RHGI and together we will work to ensure a seamless transition for team members and guests.”

About Ruth’s Hospitality Group, Inc.

Ruth's Hospitality Group, Inc., headquartered in Winter Park, Florida, is the largest fine dining steakhouse company in the U.S. as measured by the total number of Company-owned and franchisee-owned restaurants, with over 150 Ruth’s Chris Steak House locations worldwide specializing in USDA Prime grade steaks served in Ruth’s Chris’ signature fashion – “sizzling.”

For information about our restaurants, to make reservations, or to purchase gift cards, please visit www.RuthsChris.com. For more information about Ruth’s Hospitality Group, Inc., please visit www.rhgi.com.