CRACKER BARREL OLD COUNTRY STORE, INC: entering into a material definitive agreement, terminating a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

Item 1.01. Conclusion of a definitive material agreement.

On June 17, 2022, Cracker Barrel Old Country Store, Inc. (the “Company”) has entered into an amended and restated credit agreement by and between the Company, the subsidiary guarantors named therein, several banks and other financial institutions and lenders from time to time parties thereto and Bank of America, North America. (“Bank of America“), as administrative agent and guarantee agent (the “New Credit Facility”).

The New Credit Facility replaced the Company’s Credit Agreement entered into and dated September 5, 2018by and between the Company, the subsidiary guarantors named therein, various banks, other financial institutions and lenders and Bank of America, as administrative agent and guarantee agent, which has established a $800.0 million revolving credit facility for the Company (as amended to date, the “2018 Credit Agreement”).

Under the terms of the new credit facility, the Company can borrow up to $700.0 millionwhich includes a $25 million swivel line sub-facility, as well as an uncommitted accordion feature that allows the Company to increase the new credit facility by a total of up to $200.0 million plus any additional amount that would not cause the Company to exceed a defined consolidated senior secured leverage ratio level, subject to obtaining additional commitments from existing lenders or new lending institutions. The new credit facility includes a $75.0 million letter of credit sub-facility.

At the option of the Company, borrowings under the New Credit Facility will bear interest either (1) at an annual rate equal to the greater of Bank of America’s prime rate or at a rate 0.5% above the rate of federal funds or at a rate 1.0% above the one-month forward SOFR (the “Base Rate”), in each case plus an applicable margin, or (2) the forward SOFR of one, three or six months per annum (the “SOFR forward rate”), as selected by the Company, plus an applicable margin. The applicable margin for loans at the base rate depends on the total consolidated indebtedness ratio of the Company and varies from 0.00% to 1.00%. The applicable margin for borrowings at the SOFR term rate depends on the total consolidated leverage ratio of the Company and varies from 1.00% to 2.00%. Principal is payable in full at maturity on
June 17, 2027and there is no scheduled principal payment prior to maturity.

Borrowings under the New Credit Facility are secured by guarantees from all of the Subsidiary Guarantors and substantially all of the assets of the Company and such Subsidiary Guarantors, including all present and future shares or other interests in the current and future subsidiaries of the Company. , subject to certain exceptions.

If an event of default occurs under the New Credit Facility, the full amount of principal outstanding under the New Credit Facility, together with all unpaid accrued interest and other amounts due thereunder, may be declared immediately due and payable, subject, in certain cases, to the expiry of the applicable curing periods.

The New Credit Facility requires the Company to satisfy certain financial tests, including, but not limited to, a consolidated senior secured leverage ratio and a consolidated interest coverage ratio.

The New Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the number of shares the Company is permitted to repurchase. Under the New Credit Facility, provided there is no existing default and the aggregate of the Company’s availability under the New Credit Facility plus available cash and cash equivalents of the Company is at least $100.0 million (the “Cash Availability”), the Company may declare and pay cash dividends on its Common Shares and redeem Common Shares (1) for an unlimited amount if, at the time such dividend or redemption is made, the consolidated senior secured leverage ratio is 2.75 to 1.00 or less or (2) an aggregate amount not to exceed $100.0 million during a financial year if the Company’s senior secured leverage ratio is greater than 2.75 to 1.00 at the time the dividend or redemption is made. However, notwithstanding (1) and (2), so long as immediately after giving effect to the payment of such dividends, the availability of cash is at least $100.0 millionthe Company may declare and pay cash dividends on its common shares in an aggregate amount not to exceed, in any fiscal year, the product of the aggregate amount of dividends declared in the fourth quarter of the preceding fiscal year multiplied by four.

The above summary of the New Credit Facility contained in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by the full text of the New Credit Facility, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

As part of the conclusion of the New Credit Facility described in Point 1.01 above, the Company terminated the 2018 Credit Agreement on June 17, 2022.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information under Section 1.01 is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

   (d) Exhibits.

       Exhibit No. Description

         10.1*       Amended and Restated Credit Agreement, dated as of June 17, 2022,
                   among Cracker Barrel Old Country Store, Inc., the Subsidiary
                   Guarantors named therein, the Lenders party thereto, and Bank of
                   America, N.A., as Administrative Agent and Collateral Agent.

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

       *           Certain schedules and similar attachments have been omitted in
                   reliance on Instruction 4 of Item 1.01 of Form 8-K and Item
                   601(a)(5) of Regulation S-K. The Company will provide, on a
                   supplemental basis, a copy of any omitted schedule or attachment to
                   the Securities and Exchange Commission or its staff upon request.

© Edgar Online, source Previews