Item 1.01 Entry into a Material Definitive Agreement
Indenture relating to 5.125% Senior Notes due 2029
On
The notes were issued pursuant to an Indenture, dated as of
The notes will bear an interest rate of 5.125% per annum, payable in cash
semi-annually in arrears on
The issuers may redeem some or all of the notes at any time on or after
The Indenture contains restrictive covenants that limit the ability of the
Company and its restricted subsidiaries to, among other things, incur additional
indebtedness or issue certain preferred stock; pay dividends, redeem stock or
make other distributions; make certain investments; create restrictions on the
ability of the Company's restricted subsidiaries to pay dividends or make other
payments to the Company; create certain liens; transfer or sell certain assets;
merge or consolidate; enter into certain transactions with the Company's
affiliates; and designate subsidiaries as unrestricted subsidiaries. These
covenants are subject to a number of important exceptions and qualifications as
set forth in the Indenture. Certain of these covenants will be suspended if the
notes achieve investment grade ratings from two of
The Indenture contains customary events of default, including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments.
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The foregoing description of the Indenture and the notes does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Indenture and the form of the notes attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
New Senior Secured Credit Facilities
On
The maturity date for the New Senior Secured Credit Facilities is
The commitments under the New Senior Secured Credit Facilities may be increased
in an aggregate principal amount of up to (A)
The Borrowers may elect an interest rate for the New Senior Secured Credit
Facilities at each reset period based on the Base Rate or the Eurocurrency Rate,
plus an applicable spread. The Base Rate option will be the highest of: (i) the
prime rate of
The term loan A will require scheduled quarterly amortization payments in aggregate annual amounts equal to 5.0% of the original principal amount of the term loan for the first, second and third years, 7.5% for the fourth year and 10.0% for the fifth year. These payments will be reduced by the application of any prepayments, and any remaining balance will be paid at maturity.
The New Senior Secured Credit Facilities contains mandatory prepayment
requirements of 50% of the Company's and its consolidated subsidiaries' annual
excess cash flow, as defined in the New Senior Secured Credit Facilities,
commencing with the fiscal year ending
The terms of the New Senior Secured Credit Facilities, among other things,
(1) require the Borrowers to comply with a specified quarterly Total Net
Leverage Ratio covenant, with a maximum ratio of 5.00x for the quarterly period
ending
Item 1.02 Termination of a Material Definitive Agreement
Effective
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofApril 16, 2021 , by and amongBloomin' Brands, Inc. ,OSI Restaurant Partners, LLC , the guarantors party thereto, andWells Fargo Bank, National Association , as trustee 4.2 Form of 5.125% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) 10.1 Second Amended and Restated Credit Agreement, datedApril 16, 2021 , by and amongBloomin' Brands, Inc. ,OSI Restaurant Partners, LLC , the guarantors party thereto, the lenders party thereto, andWells Fargo Bank, National Association , as administrative Agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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