Red Robin Satisfies Terms of Amended Credit Agreement Through Public Offering of Common Stock
June 17 2020 - 8:30AM
Business Wire
Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) (“Red Robin” or
the “Company”), a full-service restaurant chain serving an
innovative selection of high-quality gourmet burgers in a
family-friendly atmosphere, today announced that it has
successfully raised approximately $30 million through its
“at-the-market” equity offering program (the “ATM Program”),
satisfying the terms of its amended credit agreement.
The issuance of this equity meets the “Minimum Capital Event” as
defined in the First Amendment to Credit Agreement and Waiver to
the Company’s Amended and Restated Credit Agreement. Therefore, the
lenders have suspended the application of the Leverage Ratio
Covenant and FCCR Covenant, in each case, through December 27, 2020
and increased the maximum leverage permitted for purposes of the
Leverage Ratio Covenant for each of the first three fiscal quarters
ending in 2021.
The Company intends to use the net proceeds from sales of shares
of its common stock under the ATM Program (the “Shares”) for
general corporate purposes, including repayment of
indebtedness.
The Shares are being offered through J.P. Morgan Securities LLC
(“J.P. Morgan”), as distribution agent. J.P. Morgan may sell the
Shares by any method permitted by law deemed to be an
“at-the-market offering” as defined in Rule 415 of the Securities
Act of 1933, as amended, by means of ordinary brokers’ transactions
on the Nasdaq Global Select Market or into any other existing
trading market for the Shares and such other sales as agreed upon
by the Company and J.P. Morgan, including to J.P. Morgan as
principal for its own account. Sales may be made at market prices
prevailing at the time of the sale, at prices related to prevailing
market prices or at negotiated prices and, as a result, sales
prices may vary.
The Company’s prospectus supplement filed on June 16, 2020 with
the Securities and Exchange Commission (“SEC”) adds to, updates or
otherwise changes information contained in the accompanying
prospectus contained in a shelf registration statement on Form S-3
(File No. 333-238806) for the offering of Shares. Prospective
investors should read the prospectus, the prospectus supplement and
other documents the Company has filed with the SEC (some of which
are incorporated by reference into the prospectus and prospectus
supplement) for more complete information about the Company, the
ATM Program and the risks the Company currently is facing due to
the spread of COVID-19. You may obtain copies of the prospectus
supplement and accompanying prospectus relating to the offering
without charge by visiting the SEC’s website at www.sec.gov or by
contacting J.P. Morgan Securities, LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
Attention: Prospectus Group or by calling toll free at (866)
803-9204.
This press release is for informational purposes only and is not
an offer to sell or the solicitation of an offer to buy any Shares
of the Company, which is made only by means of a prospectus
supplement and related prospectus. There will be no sale of Shares
in any jurisdiction in which the offer, solicitation of an offer to
buy or sale would be unlawful.
About Red Robin
Red Robin Gourmet Burgers, Inc. (www.redrobin.com), a casual
dining restaurant chain founded in 1969 that operates through its
wholly-owned subsidiary, Red Robin International, Inc., and under
the trade name, Red Robin Gourmet Burgers and Brews, is the Gourmet
Burger Authority™, famous for serving more than two dozen
craveable, high-quality burgers with Bottomless Steak Fries® in a
fun environment welcoming to Guests of all ages. At Red Robin,
burgers are more than just something Guests eat; they’re a bonding
experience that brings together friends and families, kids and
adults. In addition to its many burger offerings, Red Robin serves
a wide variety of salads, soups, appetizers, entrees, desserts, and
signature beverages. Red Robin offers a variety of options behind
the bar, including its extensive selection of local and regional
beers, and cocktails. It’s now easy to take Red Robin anywhere with
online ordering for to-go and Gourmet Burger Bar catering pickups
through Yummm2Go. There are more than 452 Red Robin restaurants
across the United States and Canada, including those operating
under franchise agreements. Red Robin… YUMMM®! Connect with Red
Robin on Facebook, Instagram and Twitter.
Forward-Looking Statements
Forward-looking statements in this press release regarding
potential sales of Shares pursuant to the Company’s ATM Program,
intended use of net proceeds from sales of the Shares under the ATM
Program, timing of sales, and all other statements that are not
historical facts, are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
are based on assumptions believed by the Company to be reasonable
and speak only as of the date on which such statements are made.
Without limiting the generality of the foregoing, words such as
“expect,” “believe,” “anticipate,” “intend,” “plan,” “project,”
“will” or “estimate,” or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking
statements. Except as required by law, the Company undertakes no
obligation to update such statements to reflect events or
circumstances arising after such date and cautions investors not to
place undue reliance on any such forward-looking statements.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
described in the statements based on a number of factors, including
but not limited to the following: the extent of the impact of the
COVID-19 global pandemic or any other epidemic, disease outbreak,
or public health emergency, including the duration, spread,
severity, and any recurrence of the COVID-19 pandemic, the duration
and scope of related government orders and restrictions, the impact
on our Team Members, economic, public health, and political
conditions that impact consumer confidence and spending, including
the impact of COVID-19 and other health epidemics or pandemics on
the global economy; the amount of cash tax refund received as a
result of the CARES act; the rapidly evolving nature of the
COVID-19 pandemic and related containment measures, including the
potential for a complete shutdown of Company restaurants; changes
in unemployment rate; the ability to achieve significant cost
savings; the Company’s ability to defer lease or contract payments
or otherwise obtain concessions from landlords, vendors, and other
parties in light of the impact of the COVID-19 pandemic; the
economic health of the Company’s landlords and other tenants in
retail centers in which its restaurants are located; the economic
health of suppliers, licensees, vendors, and other third parties
providing goods or services to the Company; the Company’s ability
to continue to increase sales; the impact of political protests and
curfews imposed by state and local governments; the effectiveness
of the Company’s marketing strategies and promotions and menu
changes; the cost and availability of key food products,
distribution, labor, and energy; the effectiveness of the Company’s
strategic initiatives including service model and technology
solutions; the cost and availability of capital or credit facility
borrowings; the ability to obtain equity financing; general market
conditions; the adequacy of cash flows or available debt resources
to fund operations; and other risk factors described from time to
time in the Company’s Form 10-K, Form 10-Q, and Form 8-K reports
(including all amendments to those reports); and the base
prospectus and the prospectus supplement used for the offering
filed with the U.S. Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20200617005370/en/
ICR Raphael Gross, Managing Director (203) 682-8253
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