CARROLS RESTAURANT GROUP, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant (Form 8-K)

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ITEM 1.01. ACCESS TO A MATERIAL DEFINITIVE AGREEMENT.

At April 6, 2021, Carrols Restaurant Group, Inc. (the “Company”) has entered into the Sixth Amendment to the Credit Agreement (the “Sixth Amendment”) between the Company, as borrower, certain subsidiaries of the Company (collectively, the “Guarantors”), as guarantors , Wells Fargo Bank, National Association (the “Administrative Agent”), as Administrative Agent, and the Lenders party thereto, as further described in “Section 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant ”which is incorporated by reference in this section 1.01.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR OF AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A HOLDER.

The sixth amendment modifies the credit agreement dated April 30, 2019 between the Company, the Guarantors, the Administrative Agent and the lenders parties thereto (as previously amended by the First Amendment to the Credit Agreement dated December 13, 2019 between the Company, the Guarantors, the Administrative Agent and the lenders parties thereto, the Second Amendment to the Credit Agreement dated March 25, 2020 between the Company, the Guarantors, the Administrative Agent and the lenders parties thereto, the Third Amendment to the Credit Agreement dated April 8, 2020 between the Company, the Guarantors, the Administrator and the lenders parties thereto, the Fourth Amendment to the Credit Agreement dated April 16, 2020 between the Company, the Guarantors, the Administrative Agent and the lenders who are parties thereto and the Fifth Amendment to the Credit Agreement dated 23 june 2020 between the Company, the Guarantors, the Administrator and the lenders party thereto, as amended from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined will have the meanings specified in the Credit Agreement.

The Sixth Amendment increased the total maximum commitments available for revolving credit borrowings (including standby letters of credit) under the revolving credit facility of $ 29,185,704 to a total of $ 175,000,000. The Sixth Amendment also amended the definitions in the credit agreement of (i) the applicable margin, to provide that the applicable margin for borrowings under the revolving credit facility (including letter of credit charges) will be at an annual rate equal to 3.25% for LIBOR rate loans and 2.25% for alternative base rate loans, and (ii) the revolving maturity date, to provide that the revolving maturity date is extended until January 29, 2026. In addition, the Sixth Amendment amended the credit agreement to remove the obligation of the company to (i) pay a ticking commission in accordance with the ticking agreement Fee rate and (ii) use the proceeds of a Credit Extension which results in the sum of the total principal amount of outstanding Revolving Loans plus the total amount of LOC Bonds equivalent to an amount greater than $ 115.0 million only for the day-to-day operations of the Company and its subsidiaries and not to be held in cash on the balance sheet.

From April 6, 2021, there was no revolving credit loan outstanding and
$ 9.0 million letters of credit have been issued under our revolving credit facility.

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