ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, Texas Roadhouse, Inc. and certain of its subsidiaries
are parties to the Amended and Restated Credit Agreement dated August 7, 2017
(the "Amended Credit Agreement"). The Amended Credit Agreement is a revolving
credit agreement under which we can borrow up to $200.0 million with the option
to increase the credit facility by an additional $200.0 million (subject to
certain limitations set forth in the Amended Credit Agreement). The material
terms of the Amended Credit Agreement are described under "Note 5 - Long-term
Debt" of the Notes to Consolidated Financial Statements for Texas Roadhouse,
Inc. and its subsidiaries, which Note 5 is included in our Annual Report on Form
10-K for the fiscal year ended December 29, 2020, filed with the Securities and
Exchange Commission on February 26, 2021, and which description is incorporated
herein by reference.
As further disclosed, the Amended Credit Agreement was previously amended by the
Amendment No. 1 to Amended and Restated Credit Agreement dated May 11, 2020 (the
"Amendment No. 1"). The Amendment No.1 provided for a senior 364-day incremental
revolving credit facility of up to $82.5 million.
On May 4, 2021, we entered into the Amendment No. 2 to Amended and Restated
Credit Agreement (the "Amendment No. 2") further amending the Amended Credit
Agreement with a syndicate of commercial lenders led by JPMorgan Chase Bank,
N.A. and PNC Bank, National Association for the purposes of extending the
maturity date as further described below and increasing the amount in which we
can borrow by an additional $100.0 million as further described below. The
Amended Credit Agreement (as amended by the Amendment No. 1 and the Amendment
No. 2) remains an unsecured, revolving credit agreement under which we can
borrow up to $300.0 million with the option to increase the credit facility by
an additional $200.0 million, subject to certain limitations set forth in the
Amended Credit Agreement, including approval by the syndicate of lenders.
The Amendment No.2 also extends the maturity date of our credit facility until
May 1, 2026. The existing indebtedness in the amount of $190.0 million under
the original credit facility will continue following the execution of the
Amendment No. 2. On May 4, 2021, the existing indebtedness in the amount of $50
million under the incremental credit facility was repaid from cash on hand.
Under the Amended Credit Agreement (as amended by the Amendment No. 1 and the
Amendment No. 2), we are required to pay interest on outstanding borrowing at
LIBOR plus 0.875% to 1.875% and to pay a commitment fee of 0.125% to 0.300% per
year for any unused portion of the credit facility, in each case depending on
our leverage ratio. The Amended Credit Agreement (as amended by the Amendment
No. 1 and the Amendment No. 2) imposes the financial covenants of maintaining a
fixed charge coverage ratio to be less than 2.00 to 1.00 and a maximum leverage
ratio to be less than 3.00 to 1.00. The lenders' obligations to extend credit
under the Amended Credit Agreement (as amended by the Amendment No. 1 and the
Amendment No. 2) will depend upon our compliance with these covenants.
Fees and expenses incurred in connection with the Amended Credit Agreement were
paid from cash on hand.
The Obligations pursuant to the Amended Credit Agreement (as amended by the
Amendment No. 1 and the Amendment No. 2) can be accelerated upon an Event of
Default, as such terms are defined in the Amended Credit Agreement. The
description of the Amended Credit Agreement (as amended by the Amendment No. 1
and the Amendment No. 2) is qualified in its entirety by (i) the copy thereof
which is attached as Exhibit 10.1 to our Current Report on Form 8-K dated August
7, 2017, (ii) the copy of the Amendment No. 1 which is attached as Exhibit 10.1
to our Current Report on Form 8-K dated May 11, 2020 and (iii) the copy of the
Amendment No. 2 which is attached hereto as Exhibit 10.1 to this report, copies
of all of which are 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 information above described under "Item 1.01. Entry into a Material
Definitive Agreement" is hereby incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
10.1 Second Amendment to Amended and Restated Credit Agreement dated as of
May 4, 2021 by and among Texas Roadhouse, Inc. and the lenders named
therein and JPMorgan Chase Bank, N.A., as Administrative Agent
104 Cover Page Interactive Data File: The cover page XBRL tags are embedded
within the inline XBRL document (contained in Exhibit 101).
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