Current Report Filing (8-k)
May 26 2017 - 5:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 25, 2017
RUBY TUESDAY, INC.
(Exact
name of registrant as specified in its charter)
Georgia
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1-12454
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63-0475239
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(State
of Incorporation
or
Organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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333 East
Broadway Avenue
Maryville,
Tennessee 37804
(Address
of Principal Executive Offices)
(865)
379-5700
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions (See General Instructions A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
o
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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New Credit Facility
On May 26, 2017, Ruby Tuesday,
Inc. (the “Company”) entered into a $20.0 million 364-day senior secured revolving credit agreement (the “New
Credit Facility”) with UBS AG, Stamford Branch, to replace its previously-disclosed four-year revolving credit agreement
with Bank of America, N.A., as Administrative Agent; Wells Fargo, National Association; and Regions Bank, as amended, restated
or otherwise modified up to and including January 31, 2017 (the “Prior Credit Facility”). The description of the Prior
Credit Facility set forth under Item 1.01 in the Company’s Current Report on Form 8-K/A dated January 31, 2017 is incorporated
by reference herein.
Among other things, the New Credit
Facility replaces the Prior Credit Facility, which was paid off in full on May 26, 2017. The New Credit Facility is extended to
the Company on substantially the same terms as the Prior Credit Facility. The New Credit Facility is secured substantially by
mortgages over certain of the Company’s real estate assets, and substantially all of the Company’s personal property,
including equity interests in certain of its subsidiaries. The New Credit Facility increases the flexibility of the Debt to EBITDAR
ratio compared to the Prior Credit Facility, from 4.65:1.00 to 5.00:1.00 and reduces the permitted indebtedness under its senior
notes (the “Senior Notes”) from $350.0 million to $212.5 million. Although the total commitment amount of $20.0 million
under the New Credit Facility has been reduced from $30.0 million under the Prior Credit Facility, the $15.0 million sublimit
for standby letters of credit remains unchanged.
Under the terms of the New Credit
Facility, interest rates charged on borrowings can vary depending on the interest rate option we choose to utilize. Our options
for the rate are a Base Rate or LIBOR plus, in either case, an applicable margin, provided that the rate shall not be less than
zero. The Base Rate is defined as the highest of the issuing bank’s prime rate, the Federal Funds rate plus 0.50%, or the
Adjusted LIBO Rate (as defined in the New Credit Facility) plus 1.0%. The applicable margin for the LIBO-based option is
a 4.00% and for the Base Rate option is a 3.00%. We pay commitment fees quarterly of 0.50% on the unused portion of the New Credit
Facility.
The New Credit Facility is effective
as of May 26, 2017. As of May 26, 2017, the Company has no amounts drawn under the revolving loan commitment under the Senior
Credit Facility, and has $10.9 million drawn under standby letters of credit under the New Credit Facility.
Mortgage Loan Modification
On May 25, 2017, the Company
entered into a loan modification amendment (the “FTN Mortgage Loan Modification”) relating to certain of its mortgage
loan obligations (the “FTN Loan Documents”) with First Tennessee Bank, N.A., as lender (“First Tennessee”).
The Company previously entered into a waiver with First Tennessee on January 31, 2017, pursuant to which First Tennessee granted
the Company a permanent waiver relating to the FTN Loan Documents Event of Default relating to the Prior Credit Facility.
Under the FTN Mortgage Loan Modification,
First Tennessee has granted the Company a limited waiver of any default or events of default under the FTN Loan Documents solely
relating the Company’s execution and performance under the New Credit Facility, including any incurrence of debt thereunder,
and the guaranty and security interest grants made under the New Credit Facility and related security documentation.
As of May 26, 2017, the Company
had $4.8 million in mortgage loan obligations outstanding under the FTN Loan Documents.
The foregoing descriptions of
the New Credit Facility and the FTN Mortgage Loan Modification are summaries only, and are qualified in their entirety by reference
to the complete text of the New Credit Facility and the FTN Mortgage Loan Modification.
Item 2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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The information set forth under
Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: May
26, 2017
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RUBY TUESDAY INC.
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By:
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/s/
Rhonda Parish
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Rhonda Parish
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Chief Legal Officer
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