Item 2.02. Results of Operations and Financial Condition.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

On December 7, 2021, Dave & Buster's Entertainment, Inc. (the "Company") issued a press release (the "Press Release") announcing its third quarter 2021 results. A copy of this Press Release is attached hereto as Exhibit 99.1.




 Item 8.01. Other Events.

In the Press Release, the Company also announced that on December 6, 2021, the Board of Directors authorized a $100 million share repurchase program through the end of fiscal 2022. The Company may repurchase shares from time to time in open market transactions and may also repurchase shares in accelerated share repurchases, tender offers, privately negotiated transactions or by other means, and by plans pursuant to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended, and the timing and amount of transactions will be determined by the Company's management in consultation with the Finance Committee of the Board of Directors based on an evaluation of market conditions, the Company's share price, legal requirements, restricted payment capacity under its debt instruments and other factors.

Further, on December 7, 2021, the Company notified the administrative agent Company's of the current Amended and Restated Credit Agreement, dated as of August 17, 2017 (as further amended, restated, amended and restated, supplemented and otherwise modified from time to time prior to the date hereof, the "Credit Agreement") of the Company's election that a Financial Covenant Reversion Date (as defined in the Credit Agreement) occurred as of December 7, 2021, triggering the end of the basket and financial covenant suspension periods under the Credit Agreement, as a result of the Company's compliance with a 3.50x maximum total leverage ratio and 1.25x minimum Fixed Charge Coverage Ratio on the last day of the fiscal quarter ended October 31, 2021.

Item 9.01. Financial Statements and Exhibits






(d)    Exhibits.



    99.1     Press release dated December 7, 2021.
     104   Cover Page Interactive Data File (the Cover Page Interactive Data File
           is embedded within the Inline XBRL document).




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