EFTA01365816.pdf

Amendment No. 3 to Form S-I Table of Contents CAPITALIZATION The following table describes our cash and cash equivalents and capitalization as of March 29, 2015. Our capitalization is presented: • on an actual basis; and • on a pro forma basis, reflecting (i) the consummation of a stock split effected upon the closing of this offering pursuant to which each share held by the holder of common stock will be reclassified into 25.4588 shares, (ii) the sale by us of 4,411.764 shares of our common stock in this offering at the assumed initial public offering price of $17.00 per share of common stock, the midpoint of the price range on the cover of this prospectus, and after deducting estimated offering expenses and estimated underwriting discounts and commissions payable by us, (iii) the consummation of the refinancing of our existing Senior Credit Facilities and entry into, and effectiveness, of our New Credit Facility, (iv) the application of the net proceeds from our initial public offering and borrowings under our New Credit Facility as set forth under "Use of Proceeds" and (v) the termination of the advisory services agreement between us and an affiliate of 11-EL and the one-time termination fee paid by us to an affiliate of THL upon the consummation of this offering as set forth under the section "Unaudited Pro Forma Consolidated Financial Statements" You should read the information below with the sections entitled "Use of Proceeds." "Selected Historical Consolidated Financial Information." "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Consolidated Financial Statements." "Description of Capital Stock" and our consolidated financial statements and the related notes included elsewhere in this prospectus. As of March 29.2015 Actual Pro Forman) (dollars In thousands) Cash and cash equivalents $ 17.304 $ 17.304 Debt: Revolving line of credit — First Lien Term Loan 218,975 Second Lien Tam Loan 23.783 New Credit Facilityat 188.884 Total debt, including current portion(3) 242.758 188.884 Equity(4): Fogo de Chao. Inc. shareholders' equity Preferred stock. $0.0I par value: no shares authorized, actual: 15,000,000 shares authorized. none issued and outstanding pro roma Common stock, $0.01 value: 1,200,000 shares authorized, 897,184 issued and outstanding, actual; 200.000.000 authorized. 27253.018 issued and outstanding. pro forma 9 272 Additional paid-in capital 176.637 248.982 Retained earnings 12251 (268) Accumulated other comprehensive loss (45.175) (45.175) Total Fogo de Chao, Inc. shareholders' equity 143,722 203.811 Noncontrolling interest 2.174 2,174 Total equity 145,8% 205985 Total capitalization 8388.654 $ 394.869 (I) AS1.00 increase or decrease in the assumed public offering price of 517.00 per share of common stock the midpoint of the price range on the cover of this prospectus. would increase or decrease, respectively, each of additional paid-in capital. total stockholders' equity and total capitalization by $4.1 million, assuming the number of shares offered by us. as set forth at the cover page of this prospectus, remains the same and ate deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. (2) Concurrently with the consummation ofour initial public offering, we intend to refinance our existing Senior Credit Facilities and enter into the New Credit Facility. We expect that the loans under our New Credit Facility will bear interest at a base rate plus a margin ranging from 0.50% to 1.50% or at LIBOR plus a margin ranging from 1.50°0 to 2.50% and will mature in 2020. Borrowings under our New Credit Facility may van' significantly from time to time depending on our cash needs at any given time, and upon consummation or our initial public offering we expect that approximately SI88.9 million will be dram) under our New Credit Facility. 46 CR1806502dsla.htmf6/17/2015 12:26:00 PMI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056997 CONFIDENTIAL SDNY GM_00203181 EFTA01365816