FIRST WATCH RESTAURANT GROUP, INC. : conclusion of a major definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, modifications of the articles of association or regulations; Change of year, other events, financial statements and supporting documents (form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

At October 6, 2021 (the “Closing Date”), FWR Holding Company, a Delaware
corporation (“FWR”), an indirect subsidiary of First Watch Restaurant Group, Inc., a Delaware company (the “Company”), entered into a credit agreement (the “FWR Credit Agreement”), dated October 6, 2021, with Bank of America, NA., as administrative agent (in this capacity, the “Administrative Agent”), the lenders who are parties to it and other parties specified therein.

The FWR credit agreement provides for (i) a $ 100 million term loan A facility (the “Term Facility”) and (ii) a $ 75 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, collectively, the “Facilities”). The proceeds of the borrowings under the term facility were used to repay the debt outstanding under this credit agreement, dated August 21, 2017 (as amended, restated, amended and restated, supplemented or otherwise amended from time to time before the closing date), by and between FWR, the other parties to the loan, the lenders who are parties to it and Golub Capital Markets LLC, as an administrative agent, and to pay related costs and expenses.

The borrowings under the Term Facility and the Revolving Credit Facility mature on
October 6, 2026. The Facilities are warranted, subject to the usual exceptions, by all national restricted subsidiaries wholly owned by FWR and by AI Fresh Parent, Inc., a Delaware company and the direct parent company of FWR (“Holdings”), and are secured by associated collateral agreements which secure a lien on substantially all of FWR’s assets, including fixed and intangible assets, and the assets of guarantors, in each case, subject to customary exceptions.

The term facility is subject to principal amortization, payable in quarterly installments on the last business day of each fiscal quarter, commencing on
March 28, 2022 (the “Initial Amortization Date”), equal to approximately 2.50% of the Principal Amount of Term Loans in the first fiscal year following the Initial Amortization Date, to 5.00% of the Principal Amount of the Loans term in the second financial year following the Initial Amortization Date, 5.00% of the principal amount of term loans during the third financial year following the Initial Amortization Date, 7.50% of the principal amount of the term loans term in the fourth fiscal year following the initial amortization date and 10.00% of the principal amount of term loans in the fifth fiscal year following the initial amortization date. The full amount of principal remaining due (plus accrued and unpaid principal interest) under the Term Facility is payable upon maturity of the Term Facility.

Borrowings under the Term Facility and the Revolving Credit Facility bear interest at rates based, at FWR’s option, either (i) on the base rate plus a margin of between 125 and 200 basis points based on the net leverage ratio adjusted for total rent of FWR and its restricted subsidiaries on a consolidated basis (the “Net leverage ratio adjusted for total rent”) and (ii) the
London interbank offer rate (“LIBOR”) plus a margin of between 225 and 300 basis points depending on the Total Rent Adjusted Net Leverage Ratio. Until the delivery under the FWR Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the Term Facility and the Revolving Credit Facility bear interest, at FWR’s option, either (i) at the base rate plus a margin of 150 basis points or (ii) LIBOR plus a margin of 250 basis points. In addition, FWR will pay an unused commitment fee of between 25 and 50 basis points on undrawn commitments under the revolving credit facility, also based on the net leverage ratio adjusted for total rent. The FWR Credit Agreement contains fallback LIBOR wording, whereby the Administrative Agent and the Company may amend the FWR Credit Agreement to replace LIBOR with a guaranteed overnight funding rate or other rate. alternative reference in the event of certain LIBOR termination events.

Under the FWR Credit Agreement, FWR (and in certain circumstances, Holdings) and its restricted subsidiaries are subject to customary covenants, positive, negative and financial, and to events of default for facilities of this type (with usual grace periods, if any, and lender remedies).

The above summary of the FWR Credit Agreement does not purport to be complete and is subject and qualified in its entirety by the full text of the FWR Credit Agreement, which is filed as Exhibit 10.1 hereof and incorporated by reference herein.

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

The information set out in section 1.01 is incorporated by reference into this section 2.03.

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Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.

At October 5, 2021, the Company has filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Secretary of State for Delaware state and adopted amended and restated statutes (the “Amended and Restated Statutes”), each of which entered into force on October 5, 2021.

Please see the descriptions of the Amended and Restated Charter and the Amended and Restated Articles of Association in the section entitled “Description of Share Capital” in the final prospectus of the Company, dated September 30, 2021, filed in accordance with Rule 424 (b) under the Securities Act of 1933, as amended, relating to the registration statement on Form S-1, as subsequently amended, filed on
September 7, 2021 (File No. 333-259360) (the “Prospectus”).

The foregoing descriptions of the amended and reformulated Charter and the amended and reformulated Statutes do not claim to be complete and are qualified in their entirety by reference to the full text of the amended and reformulated Charter and the amended and reformulated Statutes, which are filed as The Exhibits 3.1 and 3.2 attached and are incorporated here by reference.

Article 8.01 Other events

At October 5, 2021, the Company announced that it has closed its initial public offering of 10,877,850 ordinary shares, par value $ 0.01 per share (the “Common Shares”), which included the full exercise by the underwriters of their option to purchase up to 1,418,850 additional Common Shares, at the initial public offering price of $ 18.00 per share. The Company will use the net proceeds from the sale of shares which it sells as indicated in the Prospectus. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit No.       Description

 3.1                Amended and Restated Certificate of Incorporation of First
                  Watch Restaurant Group, Inc.

 3.2                Amended and Restated Bylaws of First Watch Restaurant Group,
                  Inc.

10.1                Credit Agreement, dated as of October  6, 2021, by and among
                  FWR Holding Corporation, AI Fresh Parent, Inc., the lenders party
                  thereto, the other parties specified therein and Bank of America,
                  N.A., as administrative agent.

99.1                Press Release, dated October 5, 2021.

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