Item 1.01. Entry into a Definitive Material Agreement.
On September 5, 2018, Cracker Barrel Old Country Store, Inc. (the Company) entered into a Credit Agreement by and among the
Company, the subsidiary guarantors named therein, the several banks and other financial institutions and lenders from time to time party thereto and Bank of America, N.A. (Bank of America), as administrative agent and collateral agent
(the New Credit Facility).
The New Credit Facility replaced the Companys Credit Agreement made and entered into as of
January 8, 2015, by and among the Company, the subsidiary guarantors named therein, various banks, other financial institutions and lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent, which
established a $750.0 million revolving credit facility for the Company (as amended to date, the 2015 Credit Agreement).
Under the New Credit Facility, the Company may borrow up to $950.0 million, which includes a $25 million swing line subfacility, as
well as an accordion feature that allows the Company to increase the New Credit Facility by a total of up to $300.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The New Credit Facility
includes a $50.0 million letter of credit subfacility.
At the Companys election, the borrowings under the New Credit Facility
will bear interest at either (1) a rate per annum equal to the highest of Bank of Americas prime rate or a rate 0.5% in excess of the Federal Funds Rate or a rate 1.0% in excess of
one-month
LIBOR
(the Base Rate), in each case plus an applicable margin, or (2) the
one-,
two-,
three-, or
six-month
per annum
LIBOR for deposits in the applicable currency (the Eurocurrency Rate), as selected by the Company, plus an applicable margin. The applicable margin for Eurocurrency Rate loans depends on the Companys consolidated total leverage
ratio and varies from 1.00% to 2.00%. The applicable margin for Base Rate loans depends on the Companys consolidated total leverage ratio and varies from 0.00% to 1.00%. Commitment fees and letter of credit fees are also payable under the New
Credit Facility. Principal is payable in full at maturity on September 5, 2023, and there are no scheduled principal payments prior to maturity.
The borrowings under the New Credit Facility are secured by all present and future stock or other membership interests in the present and
future subsidiaries of the Company, subject to certain exceptions.
If an event of default shall occur and be continuing under the New
Credit Facility, the entire principal amount outstanding under the New Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The New Credit Facility requires the Company to meet certain financial tests, including, without limitation, a consolidated total leverage
ratio and a consolidated interest coverage ratio.
The foregoing summary of the New Credit Facility contained in this Current Report on
Form
10-K
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Credit Facility, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.