Item 1.01
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Entry into a Material Definitive Agreement.
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On September 5, 2018 (the Closing Date), Applebees Funding LLC and IHOP Funding LLC
(Co-Issuers),
each a special purpose wholly-owned indirect subsidiary of Dine Brands Global, Inc. (the Corporation) entered into a financing facility that allows for drawings of up to
$225 million of variable funding notes on a revolving basis and the issuance of letters of credit (Variable Funding Notes). The Variable Funding Notes were issued under the Base Indenture, dated September 30, 2014, as amended,
among the
Co-Issuers
and Citibank, N.A., as Trustee and Securities Intermediary and previously filed as Exhibit 4.1 to the Corporations Current Report on Form
8-K
on October 3, 2014 (Base Indenture), and the Series
2018-1
Supplement to the Base Indenture, dated September 5, 2018, among the
Co-Issuers
and
Citibank, N.A., as Trustee and the
2018-1
Securities Intermediary (Series
2018-1
Supplement), a copy of which is attached hereto as Exhibit 4.1. Drawings and
certain additional terms related to the Variable Funding Notes are governed by the
Class A-1
Note Purchase Agreement, dated September 5, 2018, among the
Co-Issuers,
certain special-purpose, wholly-owned indirect subsidiaries of the Corporation, each as a Guarantor, the Corporation, as manager, certain conduit investors, financial institutions and funding
agents, and Barclays Bank PLC, as provider of letters credit, swingline lender and administrative agent (the Purchase Agreement), a copy of which is attached hereto as Exhibit 10.1.
The Variable Funding Notes will be governed, in part, by the Purchase Agreement and by certain generally applicable terms contained in the Base Indenture and
the Series
2018-1
Supplement. The applicable interest rate under the Variable Funding Note depends on the type of borrowing by the
Co-Issuers.
The applicable interest
rate for advances is generally calculated at a per annum rate equal to the commercial paper funding rate or one-,
two-,
three- or six-month Eurodollar Funding Rate, in either case, plus 2.15%. The applicable
interest rate for swingline advances and unreimbursed draws on outstanding letters of credit is a per annum base rate equal to the sum of (a) 1.15% plus (b) the greater of (i) the Prime Rate in effect from time to time, (ii) the
Federal Funds Rate in effect from time to time plus 0.50% and (iii) the
one-month
Eurodollar Funding Rate plus 1.00%. There is an upfront fee of 1% and a fee of 50 basis points on any unused portion of
the Variable Funding Notes facility. Undrawn face amounts of outstanding letters of credit that are not cash collateralized accrue a fee of 2.15% per annum. It is anticipated that the principal and interest on the Variable Funding Notes will be
repaid in full on or prior to September 7, 2021 (the Anticipated Repayment Date), subject to four additional
one-year
extensions at the option of the Corporation upon the satisfaction of
certain conditions. The Variable Funding Notes and other credit instruments issued under the Purchase Agreement are secured by the collateral described in the Base Indenture and the Guarantee and Collateral Agreement, dated September 30, 2014,
by certain special-purpose, wholly-owned indirect subsidiaries of the Corporation, each as a Guarantor, in favor of Citibank, N.A., as Trustee and previously filed as Exhibit 10.2 to the Corporations Current Report on Form
8-K
on October 3, 2014 (the Guarantee and Collateral Agreement).
In connection with the above
transaction, the Corporation also amended and restated the Management Agreement, dated September 30, 2014 (the Management Agreement), among the
Co-Issuers,
other securitization entities party
thereto from time to time, the Corporation, Applebees Services, Inc. and International House of Pancakes, LLC as
Sub-managers
and Citibank, N.A., as Trustee, a copy of which is attached hereto as Exhibit
10.2, to revise the calculation of the weekly management fee and to make certain other revisions. The Corporation also amended the Base Indenture to, among other things, make certain administrative and definitional updates.
The above descriptions of the Base Indenture, the Series
2018-1
Supplement, the Purchase Agreement, the Guarantee and
Collateral Agreement, and the Management Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements referenced and attached hereto as Exhibit 4.1, 10.1 and 10.2 or previously filed as
indicated above and in each case incorporated herein by reference.