Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, in connection with the closing of the Initial Merger,
Merger Sub II, Grubhub Holdings Inc. and Wilmington Trust, National Association,
as trustee (the "Trustee") entered into a Supplemental Indenture (the
"Supplemental Indenture") to that certain Indenture, dated as of June 10, 2019,
among Grubhub Holdings Inc. (the "Issuer" or "Holdings"), the Company, the
guarantors party thereto and the Trustee (the "Indenture"), which established
and provided for the issuance of 5.500% senior notes due 2027 (the "Notes"). The
Notes mature on July 1, 2027. Pursuant to the terms of the Supplemental
Indenture, Merger Sub II assumed all of the obligations of the Company under the
Indenture and the Notes, including, without limitation, the payment of the
principal of and any premium and interest on the Notes, as applicable, and the
performance of every covenant of the Indenture and the Notes on the part of the
Company.
The foregoing description of the Indenture, the Supplemental Indenture and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of the
Indenture, which was filed as Exhibit 4.1 to the Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission (the "SEC") on
June 10, 2019, and the Supplemental Indenture, a copy of which is attached as
Exhibit 4.1 hereto, and each of which is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On June 14, 2021, in connection with the anticipated completion of the Initial
Merger, the Company paid all amounts owing under the Credit Agreement, dated as
of February 6, 2019, by and among the Company, Grubhub Holdings Inc., Citibank,
N.A., as administrative agent, Citibank, N.A., BMO Capital Markets Corp. and
Merrill Lynch, Pierce Fenner & Smith Incorporated, as joint lead arrangers and
joint bookrunners, and the other lenders party thereto (as amended by that
certain Amendment No. 1 to the Credit Agreement, dated as of May 8, 2020, by and
among the Company, Grubhub Holdings Inc., Citibank N.A., as administrative
agent, and the lenders party thereto, the "Credit Agreement", and such payment,
the "Payoff"). In connection with the Payoff, all commitments and obligations
under the Credit Agreement were repaid, satisfied and discharged in full (other
than contingent obligations and such other obligations which expressly survive
the Payoff).
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
4.1 Supplemental Indenture, dated as of June 15, 2021, by and among
Checkers Merger Sub II, Inc., Grubhub Holdings Inc. and Wilmington
Trust, National Association, as trustee.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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