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)
Item 1.01 Conclusion of a Material Definitive Agreement.
corporation (“FWR”), an indirect subsidiary of
The FWR credit agreement provides for (i) a
The borrowings under the Term Facility and the Revolving Credit Facility mature on
The term facility is subject to principal amortization, payable in quarterly installments on the last business day of each fiscal quarter, commencing on
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
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.
Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.
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
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
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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