ITEM 1.02
Termination of a Material Definitive Agreement
Effective October 2, 2026, in connection with entry into the new Credit Agreement described below in Item 2.03, Red Robin Gourmet Burgers, Inc.’s (the “Company’s”)
existing credit agreement, dated March 4, 2022 (such agreement, as previously amended, the “Prior Credit Agreement”) and the Existing Security Agreement (defined under Item 2.03 below) were terminated. In connection with such termination and new borrowings under the new Credit Agreement, the Company paid off all outstanding borrowings, accrued interest, and fees under the Prior Credit Agreement.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosure contained in Item 1.02 above, which is incorporated herein by reference.
The new credit facility will mature on October 2, 2031. No amortization is required with respect to the revolving credit facility. The term loans require quarterly principal payments in an aggregate annual amount equal to a percentage per annum of the original principal amount of the term loan facility as follows (i) from the closing date until the second anniversary of the closing date, 5.0%, (ii) from the second anniversary of the closing date until the fourth anniversary of the closing date, 7.5%, and (iii) thereafter, 10%.
Red Robin International, Inc.
is the borrower under the Credit Agreement, and certain of its subsidiaries and the Company are guarantors of the borrower’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the guarantors, including the Company, and are available to: (i) refinance certain existing indebtedness of the borrower and its subsidiaries, (ii) pay any fees and expenses in connection with the Credit Agreement, and (iii) provide for the working capital and general corporate requirements of the Company, the borrower and its subsidiaries, including permitted acquisitions and capital expenditures, but excluding restricted payments.
Term: Five years, maturing October 2, 2031.
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Room to grow: The Company may increase the facility by up to an additional $20 million in the future, subject to lender participation.
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Use of funds: Repay all borrowings under the prior credit agreement, pay related fees and expenses, and support working capital and general corporate needs, including capital expenditures and permitted acquisitions.
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Pricing: Interest on the term loan and revolving line of credit is based on SOFR plus 275 to 350 basis points, depending on the Company’s leverage ratio, with no SOFR floor. The initial rate is SOFR plus 325 basis points.
”Completing our refinancing is an important step forward for Red Robin and a key priority of our First Choice Plan,” said Dave Pace, President and Chief Executive Officer of Red Robin. ”When we set out to strengthen our balance sheet, we knew it would be a multi-step process. Refranchising was the first in order to position us to refinance our debt. With this new facility in place, we have a stronger financial foundation from which to execute the other elements of the First Choice Plan, along with a longer runway and greater financial flexibility to invest in our restaurants, enhance guest experience and support our franchise partners. I want to thank our Team Members, franchise partners, lenders and advisors for their commitment and support throughout this process.”
The Credit Facility was led by JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, and Texas Capital Bank as Documentation Agent. JPMorgan Chase Bank, N.A. and U.S. Bank National Association served as Joint Lead Arrangers and Joint Bookrunners.