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 March 4, 2022, 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 January 10, 2020 (such agreement,
as previously amended, the "Prior Credit Agreement") and the Existing Security
Agreement (defined under Item 1.02 below) were terminated. In connection with
such 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 March 4, 2022, the Company replaced its Prior Credit Agreement with a new
Credit Agreement (the "Credit Agreement") by and among the Company, Red Robin
International, Inc., as the borrower, the lenders from time to time party
thereto, the issuing banks from time to time party thereto, Fortress Credit
Corp., as Administrative Agent and as Collateral Agent and JPMorgan Chase Bank,
N.A., as Sole Lead Arranger and Sole Bookrunner. The five-year $225 million
Credit Agreement provides for a $25 million revolving line of credit and a $200
million term loan (collectively, the "credit facility"). The borrower maintains
the option to increase the credit facility in the future, subject to lenders'
participation, by up to an additional $40 million in the aggregate on the terms
and conditions set forth in the Credit Agreement. All capitalized terms not
defined herein have the meanings given to them in the Credit Agreement.
The new credit facility will mature on March 4, 2027. No amortization is
required with respect to the revolving credit facility. The term loans require
quarterly principal payments in an aggregate annual amount equal to 1.0% of the
original principal amount of the term loan facility.
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) pay any fees
and expenses in connection with the Credit Agreement, and (iii) provide for the
working capital and general corporate requirements of the Company, the borrower
and its subsidiaries, including permitted acquisitions and capital expenditures,
but excluding restricted payments.
On March 4, 2022, Red Robin International, Inc., the Company, and the guarantors
also entered into a Pledge and 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. This new Security Agreement replaces the
existing security agreement, dated January 10, 2020, which was entered into in
connection with the Prior Credit Agreement (the "Existing Security Agreement").
Red Robin International, Inc. as the borrower is obligated to pay customary fees
to the agents, lenders and issuing banks under the Credit Agreement with respect
to providing, maintaining, or administering, as applicable, the credit
facilities.
2
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.
(d) Exhibits
ITEM 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Credit Agreement, dated March 4, 2022.
10.2 Security Agreement, dated March 4, 2022.
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