Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry Into a Material Definitive Agreement.
On February 9, 2018, Bravo Brio Restaurant Group, Inc. (the “Company”), Wells Fargo Bank, National Association, as administrative agent, and certain lenders under the Company’s Credit Agreement, dated as of November 5, 2014, by and among the Company, as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association, as documentation agent, and Wells Fargo Securities, LLC, Keybanc Capital Markets, Inc. and Merril Lynch, Pierce, Fenner & Smith, Inc., as co-lead arrangers and joint book managers,as amended to that certain First Amendment to Credit Agreement and Waiver, dated as of October 31, 2016, and the Second Amendment to the Credit Agreement and Waiver, dated as of August 1, 2017 (the “Credit Agreement”), entered into the Third Amendment to Credit Agreement (the “Amendment”).
The Amendment provides for (a) the definition of “Consolidated EBITDA” to exclude certain litigation settlement payments in an amount not to exceed $1,400,000 in the aggregate in the fiscal year ended on or about December 31, 2018 and legal fees and expenses not constituting Transaction Costs (as defined in the Credit Agreement) in an amount not to exceed $3,500,000 in the aggregate in the fiscal year ended on or about December 31, 2017, (b) prepayments of principal and interest, in increments of $500,000, on amounts outstanding under the credit facilities: first to outstanding swingline loans, next to outstanding revolving loans, next to letter of credit obligations, and finally to the term loan, if the Company has excess cash or cash equivalents in an amount greater than $3.0 million on an aggregate book basis for three consecutive business days, (c) the Company to reconfirm certain of its reporting obligations to the lenders, (d) an adjustment to the Minimum Consolidated EBITDA (as defined in the Credit Agreement) for the period January 1, 2018 through July 1, 2018 to $16.0 million, and for the period July 2, 2018 and thereafter to $19.0 million, and (e) deletion of the requirement that the Company maintain at least $2.0 million in minimum Liquidity (as defined in the Credit Agreement) as of the end of each week.
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, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference herein. A copy of the Credit Agreement was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2016.
The lenders party to the Credit Agreement separately consented to an extension of the expiry date of certain letters of credit under the Credit Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number: |
Description: |
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10.1 |
Third Amendment to the Credit Agreement, dated as of February 9, 2018, by and among Bravo Brio Restaurant Group, Inc., as borrower, the lenders party hereto and Wells Fargo Bank, National Association, as administrative agent to the lenders. |
ExhibitIndex
Bravo Brio Restaurant Group, Inc. ExhibitEX-10.1 2 thirdamendmentto2014credit.htm EXHIBIT 10.1 Exhibit THIRD AMENDMENT TO CREDIT AGREEMENTThis THIRD AMENDMENT TO CREDIT AGREEMENT,…To view the full exhibit click here
About Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG)
Bravo Brio Restaurant Group, Inc. is the owner and operator of approximately two Italian restaurant brands, including BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO). The Company operates approximately 120 restaurants in over 30 states. Additionally, approximately one BRIO restaurant is operated under a franchise agreement. It has over 110 operating locations, owns approximately four locations, of which over 100 are located adjacent to or in lifestyle centers and shopping malls, and over 10 are free-standing units. Its reward programs, called MyBRAVO Rewards and MyBRIO Rewards, are designed to reward guests for their continuous dining at its restaurants. Its guests can download a MyBRAVO/MyBRIO! Rewards mobile application, register their cards at BRAVO! and BRIO locations or online at www.myBRAVOReward.com or www.myBRIOReward.com. It also operates approximately one full-service American-French bistro restaurant in Columbus, Ohio under the brand Bon Vie.