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BJS RESTAURANTS INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

11/08/2021 | 05:24pm

Item 1.01 Entry into a Material Definitive Agreement

Effective November 3, 2021, BJ's Restaurants, Inc. (the "Company") entered into
a Fourth Amended and Restated Credit Agreement (the "Credit Agreement") with
Bank of America, N.A. ("BofA") (as the Administrative Agent, an L/C Issuer and a
Lender), JPMorgan Chase Bank, N.A. (as an L/C Issuer and a Lender), certain
other parties as Lenders, and BofA Securities, Inc. (as sole Lead Arranger and
sole Bookrunner), pursuant to which the Company amended and restated its
existing revolving line of credit (the "Line of Credit") to improve the pricing,
extend the maturity date, change the interest reference rate, eliminate certain
financial covenants and conditions, and reset other financial covenants starting
with the fourth quarter of 2021.

A general description of the amended Line of Credit, as evidenced by the Credit
Agreement, is set forth below. Such description does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Credit
Agreement, attached hereto as Exhibit 10.1.

The Line of Credit remains in the original principal amount of up to
$215,000,000 and may be increased up to $315,000,000 at the Company's request,
with the consent of the Administrative Agent and the agreement of one or more
Lenders, and upon satisfaction of certain criteria. The Line of Credit continues
to be guaranteed by the Company's subsidiaries and continues to be secured by a
pledge of the assets of the Company and its subsidiaries, subject to the
exclusions of certain assets such as all real property interests. The Line of
Credit may be used for working capital and other general corporate purposes.

Borrowings under the Line of Credit bear interest at an annual rate equal to
either (a) the Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus a
percentage not to exceed 2.00% (with a floor on BSBY of 0.00%), or (b) a
percentage not to exceed 1.00% above a Base Rate equal to the highest of (i) the
Federal Funds Rate plus 1/2 of 1%, (ii) BofA's Prime Rate, (iii) the BSBY rate
plus 1.00%, and (iv) 1.00%, in either case depending on the level of lease and
debt obligations of the Company as compared to EBITDA and lease expenses.

Pursuant to the Credit Agreement, the Company will be required to pay certain
customary fees and expenses associated with maintenance and use of the Line of
Credit including letter of credit issuance fees and unused commitment fees. The
Line of Credit expires, and all borrowings thereunder must be repaid on or
before, November 3, 2026.

Certain financial covenants and other terms under the Company's prior Credit
Agreement have been revised. In particular, the minimum liquidity covenant has
been eliminated; limits on capital expenditures have been lifted; the anti-cash
hoarding condition has been removed; and the fixed charge coverage and total
lease adjusted leverage ratios have returned to measuring performance based on
the prior four quarters and reset to pre-pandemic levels starting in December

The Credit Agreement contains certain representations and warranties,
affirmative and negative covenants and events of default that are customary for
credit arrangements of this type, including covenants which restrict or limit
the Company's ability to, among other things, create liens, borrow money (other
than purchase money indebtedness and trade credit, lease obligations incurred in
the ordinary course, and similar ordinary course liabilities), make dividends,
and engage in mergers, consolidations, significant asset sales, stock
repurchases and certain other transactions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

See disclosure contained in Item 1.01 above which is incorporated herein by this


Item 9.01 Exhibits

Exhibit No. Description

10.1 Fourth Amended and Restated Credit Agreement, dated November 3,
, among the Company and Bank of America, N.A. and the other
lenders identified therein

104 Cover Page Interactive Data File (embedded within the Inline XBRL

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