| Item 1.01 |
Entry into a Material Definitive Agreement |
On April 26, 2022, Bloomin’ Brands, Inc. (the “Company”) and its wholly-owned subsidiary OSI Restaurant Partners, LLC, as co-borrowers (each, a “Borrower” and together, the “Borrowers”), the subsidiary guarantors party thereto, certain lenders and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), entered into the First Amendment to Second Amended and Restated Credit Agreement and Incremental Amendment (the “First Amendment”). The First Amendment amends the Second Amended and Restated Credit Agreement, dated April 16, 2021 (as previously amended and as further amended by the First Amendment, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, the Administrative Agent, and the other parties thereto.
The First Amendment: (i) provides an increase in the Company’s revolving credit facility from $800.0 million to $1.0 billion; (ii) transitions from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) as the benchmark rate for purposes of calculating interest under the Credit Agreement; (iii) provides for the repayment of each outstanding revolving credit loan and the reborrowing of such loans as either a Base Rate loan or an Adjusted Term SOFR loan; (iv) provides for the full repayment of the outstanding term loan A facility utilizing borrowings from the revolving credit facility and waives the notice and reimbursement requirements associated with the voluntary prepayment; and (v) includes clerical and conforming changes, including the removal of certain provisions related to mandatory prepayment of term loan facilities from annual excess cash flow. The total indebtedness of the Company remained unchanged as a result of the First Amendment.
Pursuant to the First Amendment, the Company may elect an interest rate at each reset period based on the Base Rate or Adjusted Term SOFR, plus an applicable spread. The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) Adjusted Term SOFR with a one-month interest period plus 1.0% (the “Base Rate”). The Adjusted Term SOFR option is the 30, 90 or 180-day SOFR, plus a term SOFR adjustment of 0.10%, subject to a 0% floor (the “Adjusted Term SOFR”). As a result of the transition to SOFR, the interest rates under the Credit Agreement will be 150 to 250 and 50 to 150 basis points above the Adjusted Term SOFR and Base Rate, respectively.
The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment to Second Amended and Restated Credit Agreement and Incremental Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 2.02 |
Results of Operations and Financial Condition |
On April 29, 2022, the Company issued a press release reporting its financial results for the thirteen weeks ended March 27, 2022. A copy of the release is attached as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
