Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2021 (the "Closing Date"), FWR Holding Corporation, a Delaware
corporation ("FWR"), an indirect subsidiary of First Watch Restaurant Group,
Inc., a Delaware corporation (the "Company"), entered into a credit agreement
(the "FWR Credit Agreement"), dated as of October 6, 2021, with Bank of America,
N.A., as administrative agent (in such capacity, the "Administrative Agent"),
the lenders party thereto and the other parties specified therein.
The FWR Credit Agreement provides for (i) a $100 million term loan A facility
(the "Term Facility") and (ii) a $75 million revolving credit facility (the
"Revolving Credit Facility" and, together with the Term Facility, collectively,
the "Facilities"). The proceeds of the loans under the Term Facility were used
to repay indebtedness outstanding under that certain credit agreement, dated as
of August 21, 2017 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time prior to the Closing Date), by and among
FWR, the other loan parties party thereto, the lenders party thereto and Golub
Capital Markets LLC, as administrative agent, and to pay related fees and
expenses.
The loans under the Term Facility and the Revolving Credit Facility mature on
October 6, 2026. The Facilities are guaranteed, subject to customary exceptions,
by all of FWR's wholly-owned domestic restricted subsidiaries and by AI Fresh
Parent, Inc., a Delaware corporation and the direct parent company of FWR
("Holdings"), and are secured by associated collateral agreements that pledge a
lien on substantially all of FWR's assets, including fixed assets and
intangibles, and the assets of the guarantors, in each case, subject to
customary exceptions.
The Term Facility is subject to amortization of principal, payable in quarterly
installments on the last business day of each fiscal quarter, commencing on
March 28, 2022 (the "Initial Amortization Date"), equal to approximately 2.50%
of the principal amount of the term loans in the first fiscal year after the
Initial Amortization Date, 5.00% of the principal amount of the term loans in
the second fiscal year after the Initial Amortization Date, 5.00% of the
principal amount of the term loans in the third fiscal year after the Initial
Amortization Date, 7.50% of the principal amount of the term loans in the fourth
fiscal year after the Initial Amortization Date and 10.00% of the principal
amount of the term loans in the fifth fiscal year after the Initial Amortization
Date. The remaining aggregate principal amount outstanding (together with
accrued and unpaid interest on the principal amount) under the Term Facility is
payable at the maturity of the Term Facility.
The loans under the Term Facility and the Revolving Credit Facility bear
interest at rates based upon, at the option of FWR, either (i) the base rate
plus a margin of between 125 and 200 basis points depending on the total rent
adjusted net leverage ratio of FWR and its restricted subsidiaries on a
consolidated basis (the "Total Rent Adjusted Net Leverage Ratio") and (ii) the
London interbank offer rate ("LIBOR") plus a margin of between 225 and 300 basis
points depending on the Total Rent Adjusted Net Leverage Ratio. Until the
delivery under the FWR Credit Agreement of the financial statements for the
first full fiscal quarter ending after the Closing Date, the Term Facility and
the Revolving Credit Facility bear interest, at the option of FWR, at either
(i) the base rate plus a margin of 150 basis points or (ii) the LIBOR plus a
margin of 250 basis points. In addition, FWR will pay an unused commitment fee
of between 25 and 50 basis points on the undrawn commitments under the Revolving
Credit Facility, also depending on the Total Rent Adjusted Net Leverage Ratio.
The FWR Credit Agreement contains LIBOR fallback language, pursuant to which the
Administrative Agent and the Company may amend the FWR Credit Agreement to
replace the LIBOR with a secured overnight financing rate or another alternate
benchmark rate upon the occurrence of certain LIBOR cessation events.
Under the FWR Credit Agreement, FWR (and in certain circumstances, Holdings) and
its restricted subsidiaries are subject to customary affirmative, negative and
financial covenants, and events of default for facilities of this type (with
customary grace periods, as applicable, and lender remedies).
The foregoing summary of the FWR Credit Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the FWR Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated
by reference herein.
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 in Item 1.01 is incorporated by reference into this
Item 2.03.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 5, 2021, the Company filed an amended and restated certificate of
incorporation (the "Amended and Restated Charter") with the Secretary of State
of the State of Delaware and adopted amended and restated bylaws (the "Amended
and Restated Bylaws"), each of which was effective on October 5, 2021.
Please see the descriptions of the Amended and Restated Charter and the Amended
and Restated Bylaws in the section titled "Description of Capital Stock" in the
Company's final prospectus, dated September 30, 2021, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, relating to the
Registration Statement on Form S-1, as subsequently amended, filed on
September 7, 2021 (File No. 333-259360) (the "Prospectus").
The foregoing descriptions of the Amended and Restated Charter and the Amended
and Restated Bylaws do not purport to be complete and are qualified in their
entirety by reference to the full text of the Amended and Restated Charter and
the Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto
and are incorporated herein by reference.
Item 8.01 Other Events
On October 5, 2021, the Company announced that it had closed its initial public
offering of 10,877,850 shares of its common stock, par value $0.01 per share
(the "Common Stock"), which included the full exercise by the underwriters of
their option to purchase up to an additional 1,418,850 shares of Common Stock,
at the initial public offering price of $18.00 per share. The Company will use
the net proceeds from the sale of shares to be sold by it as set forth in the
Prospectus. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of First
Watch Restaurant Group, Inc.
3.2 Amended and Restated Bylaws of First Watch Restaurant Group,
Inc.
10.1 Credit Agreement, dated as of October 6, 2021, by and among
FWR Holding Corporation, AI Fresh Parent, Inc., the lenders party
thereto, the other parties specified therein and Bank of America,
N.A., as administrative agent.
99.1 Press Release, dated October 5, 2021.
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FIRST WATCH RESTAURANT GROUP, INC. 
