Item 1.01   Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On February 25, 2021 (the "Second Amendment Effective Date"), Red Robin Gourmet
Burgers, Inc. (the "Company"), Red Robin International, Inc. (the "Borrower")
and certain of their subsidiaries entered into the Second Amendment to Credit
Agreement (the "Second Amendment") with certain lenders party thereto and Wells
Fargo Bank, National Association, as administrative agent. The Second Amendment
further amends the Company's Amended and Restated Credit Agreement (as amended,
the "Credit Facility") to, among other things:
•suspend the application of (a) the lease adjusted leverage ratio financial
covenant (the "Leverage Ratio Covenant") and (b) the fixed charge coverage ratio
financial covenant (the "FCCR Covenant"), in each case, for the first and second
fiscal quarters of 2021;
•increase the maximum leverage permitted for purposes of the Leverage Ratio
Covenant for the fourth fiscal quarter of 2021 and the first and second fiscal
quarters of 2022;
•for the third and fourth fiscal quarters of 2021 and the first fiscal quarter
of 2022, provide that (a) the Leverage Ratio Covenant will be calculated using a
seasonally adjusted annualized consolidated EBITDA for the applicable period
since the beginning of the third fiscal quarter of 2021 and (b) the FCCR
Covenant will be calculated only for the applicable period since the beginning
of third fiscal quarter of 2021;
•revise the FCCR Covenant to account for cash tax refunds received in the 2021
fiscal year;
•amend the minimum liquidity covenant such that it is measured as of the last
day of each applicable fiscal quarter and (a) for the first and second fiscal
quarters of 2021, requires minimum liquidity of $55,000,000 and (b) for the
third and fourth fiscal quarters of 2021, requires minimum liquidity of
$42,000,000;
•delete provisions requiring mandatory prepayments from net cash proceeds of
certain equity issuances and convertible debt issuances;
•shorten the maturity date applicable to the revolver and term loans to January
10, 2023;
•reduce the aggregate revolving commitment (i) to $130,000,000 on the Second
Amendment Effective Date and (ii) to $100,000,000 at the end of the third fiscal
quarter of 2021;
•increase the pricing under the Credit Facility for (a) the period from the
Second Amendment Effective Date through the first interest determination date
occurring after the fourth fiscal quarter of 2021 to LIBOR (subject to a 1.00%
floor) plus 4.50% and (b) periods thereafter to LIBOR (to which a 1.00% LIBOR
floor shall apply) plus 4.00%;
•require the payment of a utilization fee (paid on the revolver maturity date)
equal to 0.75% per annum of the daily outstanding principal amount of term
loans, revolving loans, swingline loans and letter of credit obligations from
the Second Amendment Effective Date to the first interest determination date
occurring after the fourth fiscal quarter of 2021;
•subject to limited exceptions and other limitations, prohibit certain capital
expenditures, restricted payments, acquisitions and other investments until the
Company's delivery of a compliance certificate for a fiscal quarter (beginning
with the third fiscal quarter of 2021 (the fourth fiscal quarter of 2021 in the
case of restricted payments)) demonstrating an adjusted leverage ratio less than
or equal to 5.00 : 1.00; and
•amend the anti-cash hoarding provision to require revolver repayments (but with
no associated permanent reduction in the revolving commitment) to the extent
that the Company's consolidated cash on hand exceeds $35,000,000 at any time.
The description above is a summary of the Second Amendment and is qualified in
its entirety by the complete text of the agreement, which is attached to this
report as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The discussion of the Second Amendment to the Credit Facility set forth under
Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference
in this Item 2.03.
                                       2

--------------------------------------------------------------------------------




Item 9.01  Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report.
    Exhibit No.                                      Description
       10.1           Second Amendment to Credit Agreement, dated as of February 25, 2021, by and
                    among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc., the
                    Guarantors, the Lenders party thereto and Wells Fargo Bank, National
                    Association, as administration agent.
        104         Cover Page Interactive Data File (embedded within the Inline XBRL document)




                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses