Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On
The net proceeds from the offering of the Notes, together with borrowings under the Revolving Facility (as defined below), were used to repay outstanding revolver and term loan borrowings under the Company's Existing Credit Agreement, and to pay all related fees and expenses in connection with the offering of the Notes and closing of the Amended Credit Agreement (as defined below).
The Company may redeem the Notes, in whole or in part, at any time on or after
The Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Notes and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants.
Amended Credit Agreement
Concurrently with the closing of the offering of the Notes, the Company has
amended and restated (the "Amendment") that certain Credit Agreement, dated as
of
Loans under the Revolving Facility accrue interest at a per annum rate equal to, at the Company's election, either a LIBOR rate plus a margin ranging from 1.25% to 2.00% or a base rate (generally determined according to the greater of a prime rate, federal funds rate plus 0.50% or a LIBOR rate plus 1.00%) plus a margin ranging from 0.25% to 1.00%. In each case, the actual margin is determined according to a ratio of the Company's total indebtedness to EBITDA for the then most recently ended four quarter period (the "Leverage Ratio"). An unused commitment fee at a rate ranging from 0.175% to 0.30% per annum, determined according to the Leverage Ratio, applies to the unutilized commitments under the Revolving Facility. Loans owing under the Amended Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a LIBOR rate election is in effect. The Amended Credit Agreement also contains provisions specifying alternative interest rate calculations to be used at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on floating interest rate borrowings.
The Revolving Facility matures on
The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, require customary reporting obligations, and restrict, subject to certain exceptions, the incurrence of additional indebtedness and liens, the consummation of certain mergers, consolidations, sales of assets and similar transactions, the making of investments, equity distributions and other restricted payments, and transactions with affiliates. In addition, the Company will be subject to the following financial covenants: (1) a maximum Leverage Ratio of 5.25 to 1.00, subject to the Company's election to increase the maximum Leverage Ratio by 0.5 to 1.0 in connection with material acquisitions if the Company satisfies certain requirements, and (2) a minimum ratio of EBITDA plus consolidated rental expense to consolidated interest expense plus consolidated rental expense of 2.00 to 1.00.
The Amended Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the termination of the Facilities, acceleration of . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 above relating to the Notes, the Indenture and the Amended Credit Agreement is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 4.1 Indenture, datedSeptember 14, 2021 , amongPapa John's International, Inc. , each of the guarantors party thereto andTruist Bank , as trustee. 4.2 Form of 3.875% Senior Notes Due 2029 (included in Exhibit 4.1). 10.1 Amended and Restated Credit Agreement, datedSeptember 14, 2021 , amongPapa John's International, Inc. , each of the guarantors and lenders party thereto, andJPMorgan Chase Bank, Inc. , as administrative agent. 99.1 Press Release datedSeptember 14, 2021 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document
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