Item 1.01. Entry Into a Material Definitive Agreement.
Brinker International, Inc. (the “Company”) and its wholly-owned subsidiaries, Brinker Restaurant Corporation (“BRC”), Brinker Texas,
Inc. (“Brinker Texas”), and Brinker Florida, Inc. (“Brinker Florida”), each as a guarantor, entered into a Second Amendment to Credit Agreement (the “Second Amendment”) dated as of September 13, 2016, which amends
its Credit Agreement dated as of March 12, 2015 (as heretofore amended, the “Existing Credit Agreement;” the Existing Credit Agreement as amended by the Second Amendment, the “Amended Credit Agreement”) with a group of banks
for which Bank of America, N.A. is acting as administrative agent. The other banks in the syndicate under the Amended Credit Agreement are JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., The Bank Of Tokyo-Mitsubishi UFJ, Ltd., SunTrust Bank, U.S.
Bank National Association, Barclays Bank PLC, Regions Bank, Compass Bank, and Greenstone Farms Credit Services, ACA.
The Credit Agreement dated as of
March 12, 2015 was more specifically described in Item 1.01 of the Company’s Current Report on Form 8-K, filed March 12, 2015, which description is incorporated by reference in this Item 1.01.
The Second Amendment provides for an increase from $750,000,000 to $1,000,000,000 in the aggregate borrowing amount available under the unsecured revolving
credit facility. The Second Amendment also provides that Brinker Texas and Brinker Florida become guarantors of the Company’s obligations under the Amended Credit Agreement.
The Second Amendment also extends the maturity date for $890,000,000 of the facility from March 12, 2020 to September 12, 2021 and the remaining
$110,000,000 remains due on March 12, 2020. The facility is subject to acceleration upon certain specified events of default, including failure to make timely payments under the Amended Credit Agreement, breaches of representations or
covenants, failure to pay other material indebtedness, the Company ceasing to own 100% of the stock of BRC, Brinker Texas, Brinker Florida or any person becoming beneficial owner of at least a majority of the Company’s outstanding voting common
stock. Proceeds from borrowings under the Amended Credit Agreement may be used for working capital and general corporate purposes. The Amended Credit Agreement contain various affirmative and negative covenants, including, maintenance of certain
leverage and fixed charge coverage ratios, limitations on additional indebtedness, guarantees of indebtedness, investments and certain other transactions as set forth in the Amended Credit Agreement. The covenants, as well as the conditions to each
borrowing, are similar to those contained in the Existing Credit Agreement.
Several of the banks party to the Amended Credit Agreement provide various
other banking services to the Company.