ITEM 1.01 Entry into a Material Definitive Agreement
See the disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
ITEM 1.02 Termination of a Material Definitive Agreement
Effective January 10, 2020, in connection with entry into the new Credit
Agreement described below in Item 2.03, Red Robin Gourmet Burgers, Inc.'s (the
"Company's") existing credit agreement, dated June 30, 2016 (such agreement, as
previously amended, the "Prior Credit Agreement") was terminated. In connection
with termination and new borrowings under the new Credit Agreement, the Company
paid off all outstanding borrowings, accrued interest, and fees under the Prior
Credit Agreement.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See the disclosure contained in Item 1.02 above, which is incorporated herein by
reference.
On January 10, 2020, the Company replaced its Prior Credit Agreement with a new
Amended and Restated Credit Agreement (the "Credit Agreement") by and among the
Company; Red Robin International, Inc., as the borrower; the domestic
subsidiaries of the borrower from time to time parties thereto; the lender
parties thereto; Wells Fargo Bank, N.A. as Administrative Agent; JPMorgan Chase
Bank, N.A., as Syndication Agent; Bank of America, N.A., BBVA USA, and U.S. Bank
National Association, as Documentation Agents; and Wells Fargo Securities, LLC
and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners.
The five-year $300 million Credit Agreement provides for a $161.5 million
revolving line of credit and a $138.5 million term loan. The borrower maintains
the option to increase the credit facility in the future, subject to lenders'
participation, by up to an additional $100 million in the aggregate.
The new credit facility will mature on January 10, 2025. No amortization is
required with respect to the revolving credit facility. The term loans require
quarterly principal payments at a rate of 7.0% of the original principal
balance.
Red Robin International, Inc. is the borrower under the Credit Agreement, and
certain of its subsidiaries and the Company are guarantors of borrower's
obligations under the Credit Agreement. Borrowings under the Credit Agreement
are secured by substantially all of the assets of the borrower and the
guarantors, including the Company, and are available to: (i) refinance certain
existing indebtedness of the borrower and its subsidiaries, (ii) finance
restaurant construction costs, (iii) pay costs, fees, and expenses in connection
with such new restaurant construction, (iv) pay any fees and expenses in
connection with the Credit Agreement, and (v) provide for the working capital
and general corporate requirements of the Company, the borrower, and its
subsidiaries, including permitted acquisitions and the redemption of capital
stock.
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On January 10, 2020, Red Robin International, Inc., the Company, and the
guarantors also entered into an Amended and Restated Security Agreement (the
"Security Agreement") granting to the Administrative Agent a first priority
security interest in substantially all of the assets of the borrower and the
guarantors to secure the obligations under the Credit Agreement and related
treasury products. This new Security Agreement replaces the existing security
agreement, dated June 30, 2016, which was entered into in connection with the
Prior Credit Agreement.
Red Robin International, Inc. as the borrower is obligated to pay customary fees
to the agents and lenders under the Credit Agreement with respect to arranging
and maintaining the credit facilities.
The summary descriptions of the Credit Agreement and the Security Agreement do
not purport to be complete and are qualified in their entirety by reference to
the full text of the Credit Agreement and the Security Agreement, respectively.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1, and a copy of
the Security Agreement entered into in connection with the Credit Agreement is
attached hereto as Exhibit 10.2, both of which are incorporated herein by
reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Credit Agreement, dated January 10, 2020.
10.2 Security Agreement, dated January 10, 2020.
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