Item 1.01 Entry Into a Material Definitive Agreement.
On October 31, 2016, Bravo Brio Restaurant Group, Inc. (the "Company"), as borrower, entered into the First Amendment (the "Amendment") by and among the Company, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and certain lenders, to the Company's credit agreement dated November 5, 2014 (the "2014 Credit Agreement"). The Amendment redefines the Company's senior credit facilities and provides for (i) a $35.0 million term loan facility, maturing in 2019, and (ii) a revolving credit facility under which the Company may borrow up to $30.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans), maturing in 2019. Additionally, the Company is no longer allowed to increase the revolving credit facility by up to
$25.0 million
.
Borrowings under the amended senior credit facilities bear interest at a fixed rate for a period of one, two, three or six months equal to the London interbank offered rate plus the applicable margin of 2.50% to 3.00%. In addition to making fixed quarterly principal payments of $1.0 million under the Company’s amended senior credit facilities, the Company is required to pay an unused facility fee to the lenders equal to 0.30% to 0.50% per annum on the aggregate amount of the unused revolving credit facility, excluding swing-line loans, commencing on October 31, 2016, payable quarterly in arrears. The Amendment also modifies the financial tests that the Company is required to meet by removing the maximum consolidated total leverage ratio, revising the minimum consolidated fixed charge coverage ratio, adding a maximum consolidated lease-adjusted leverage ratio and adding a minimum earnings before interest, taxes, depreciation and amortization as defined by the Amendment. In addition to these financial tests, the Amendment places limitations on new restaurant leases until the lease-adjusted leverage ratio meets certain thresholds.
The foregoing is a summary of certain provisions of the Amendment, is not intended to be complete and is qualified in its entirety by reference to the Amendment. A copy of the 2014 Credit Agreement was filed as Exhibit 99.12(b) to the Company's Schedule TO filed with the Securities and Exchange Commission on November 12, 2014.
Item 2.02 Results of Operations and Financial Condition.
The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
In a press release dated
November 2, 2016
, Bravo Brio Restaurant Group, Inc. (the "Company") announced financial results for the Company’s thirteen and
thirty-nine weeks ended
September 25, 2016
. The full text of the press release is furnished herewith as Exhibit 99.1 to this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Amendment set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated
November 2, 2016
entitled, “
Bravo Brio Restaurant Group, Inc. Reports Third Quarter Financial Results
”