Luby’s, Inc. (LUB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
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On November 8, 2016, Lubys, Inc. (the Company) entered into a
credit agreement (the Credit Agreement) among the Company, the
lenders from time to time party thereto, Wells Fargo Bank,
National Association (Wells Fargo), as Administrative Agent,
Swingline Lender, Issuing Lender, Sole Lead Arranger and Sole
Bookrunner, and Cadence Bank, N.A. and Texas Capital Bank, N.A.,
as Co-Syndication Agents (the Co-Syndication Agents). The Credit
Agreement is a $65 million credit facility (the Credit Facility)
consisting of a $30 million revolving credit facility (the
Revolving Credit Facility), with subfacilities for swingline
loans and letters of credit, and a $35 million term loan (the
Term Loan). The Revolving Credit Facility and/or the Term Loan
may, subject to the agreement by sufficient lenders to provide
the necessary commitments, be increased by up to an additional
$10 million in the aggregate for a total facility size of $75
million. The Credit Facility terminates on, and all amounts owing
thereunder must be repaid on, November 8, 2021.
credit agreement (the Credit Agreement) among the Company, the
lenders from time to time party thereto, Wells Fargo Bank,
National Association (Wells Fargo), as Administrative Agent,
Swingline Lender, Issuing Lender, Sole Lead Arranger and Sole
Bookrunner, and Cadence Bank, N.A. and Texas Capital Bank, N.A.,
as Co-Syndication Agents (the Co-Syndication Agents). The Credit
Agreement is a $65 million credit facility (the Credit Facility)
consisting of a $30 million revolving credit facility (the
Revolving Credit Facility), with subfacilities for swingline
loans and letters of credit, and a $35 million term loan (the
Term Loan). The Revolving Credit Facility and/or the Term Loan
may, subject to the agreement by sufficient lenders to provide
the necessary commitments, be increased by up to an additional
$10 million in the aggregate for a total facility size of $75
million. The Credit Facility terminates on, and all amounts owing
thereunder must be repaid on, November 8, 2021.
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Borrowings under the Revolving Credit Facility and Term Loan will
bear interest at (1) a base rate equal to the greater of (a) the
federal funds effective rate plus one-half of 1% (the Base Rate),
(b) prime and (c) LIBOR for an interest period of 1 month, plus,
in any case, an applicable spread that ranges from 1.50% to 2.50%
per annum the (Applicable Margin), or (2) the London InterBank
Offered Rate (LIBOR), as adjusted for any Eurodollar reserve
requirements, plus an applicable spread that ranges from 2.50% to
3.50% per annum. Borrowings under the swingline loan will bear
interest at the Base Rate plus the Applicable Margin. The
applicable spread under each option is dependent upon certain
measures of the Companys financial performance at the time of
election. Interest is payable quarterly, or in more frequent
intervals if LIBOR applies.
bear interest at (1) a base rate equal to the greater of (a) the
federal funds effective rate plus one-half of 1% (the Base Rate),
(b) prime and (c) LIBOR for an interest period of 1 month, plus,
in any case, an applicable spread that ranges from 1.50% to 2.50%
per annum the (Applicable Margin), or (2) the London InterBank
Offered Rate (LIBOR), as adjusted for any Eurodollar reserve
requirements, plus an applicable spread that ranges from 2.50% to
3.50% per annum. Borrowings under the swingline loan will bear
interest at the Base Rate plus the Applicable Margin. The
applicable spread under each option is dependent upon certain
measures of the Companys financial performance at the time of
election. Interest is payable quarterly, or in more frequent
intervals if LIBOR applies.
The Company also pays a quarterly commitment fee based on the
unused portion of the Revolving Credit Facility (provided, that
the amount of outstanding swingline loans shall not be considered
usage under the Revolving Credit Facility for the purpose of
calculating the commitment fee), which is also dependent upon the
Companys financial performance, ranging from 0.30% to 0.35% per
annum. Finally, the Company is obligated to pay to the lenders a
one-time fee in connection with the closing of the Credit
Facility.
unused portion of the Revolving Credit Facility (provided, that
the amount of outstanding swingline loans shall not be considered
usage under the Revolving Credit Facility for the purpose of
calculating the commitment fee), which is also dependent upon the
Companys financial performance, ranging from 0.30% to 0.35% per
annum. Finally, the Company is obligated to pay to the lenders a
one-time fee in connection with the closing of the Credit
Facility.
Indebtedness under the Credit Facility is secured by a security
interest in, among other things, all of the Companys present and
future personal property and all of the personal property of its
subsidiaries (other than certain excluded assets).
interest in, among other things, all of the Companys present and
future personal property and all of the personal property of its
subsidiaries (other than certain excluded assets).
The Credit Facility contains customary covenants and restrictions
on the Companys ability to engage in certain activities,
including financial performance covenants, asset sales and
acquisitions, and contains customary events of default.
Specifically, among other things, the Company is required to
maintain a Lease Adjusted Leverage Ratio (as defined therein) of
not more than 5.00 to 1.00 between the closing date and June 6,
2018 and 4.75 to 1.00 from August 29, 2018 and thereafter. As of
November 8, 2016, the Company was in full compliance with all
covenants with respect to the Credit Facility.
on the Companys ability to engage in certain activities,
including financial performance covenants, asset sales and
acquisitions, and contains customary events of default.
Specifically, among other things, the Company is required to
maintain a Lease Adjusted Leverage Ratio (as defined therein) of
not more than 5.00 to 1.00 between the closing date and June 6,
2018 and 4.75 to 1.00 from August 29, 2018 and thereafter. As of
November 8, 2016, the Company was in full compliance with all
covenants with respect to the Credit Facility.
All amounts owing by the Company under the Credit Facility are
guaranteed by the subsidiaries of the Company.
guaranteed by the subsidiaries of the Company.
Item 1.02. Termination of a Material Definitive Agreement.
The Credit Facility replaces the Companys $70 million revolving
credit facility (the Prior Credit Facility). The Prior Credit
Facility was created by the Credit Agreement, dated as of August
13, 2013, among the Company, the lenders party thereto, Wells
Fargo, as Administrative Agent and Amegy Bank, National
Association, as Syndication Agent, as amended by First Amendment
to Credit Agreement, dated as March 21, 2014, Second Amendment to
Credit Agreement, dated as November 7, 2014, and Third Amendment
to Credit Agreement, dated as October 2, 2015. The Prior Credit
Facility was terminated on November 8, 2016 in connection with
the Companys entry into the Credit Facility.
credit facility (the Prior Credit Facility). The Prior Credit
Facility was created by the Credit Agreement, dated as of August
13, 2013, among the Company, the lenders party thereto, Wells
Fargo, as Administrative Agent and Amegy Bank, National
Association, as Syndication Agent, as amended by First Amendment
to Credit Agreement, dated as March 21, 2014, Second Amendment to
Credit Agreement, dated as November 7, 2014, and Third Amendment
to Credit Agreement, dated as October 2, 2015. The Prior Credit
Facility was terminated on November 8, 2016 in connection with
the Companys entry into the Credit Facility.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
Obligation under an Off-Balance Sheet Arrangement
>>>>>>>>>>>>>>>>>>>>Registrant.
The information included in Item 1.01 above regarding the Credit
Agreement is incorporated by reference into this Item 2.03.
Agreement is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit
Number Description
10.1
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Credit Agreement, dated as of November 8, 2016, among the
Company, the other credit parties thereto, the lenders from time to time party thereto, Cadence Bank, N.A. and Texas Capital Bank, N.A., as co-syndication agents and Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, sole lead arranger and sole bookrunner. |
About Luby’s, Inc. (LUB)