Item 5. Other Information
ITEM 5. OTHER INFORMATION
Entry into a Material Definitive Agreement
On May 2, 2023 (the “Effective Date”), Brinker International, Inc. (the “Company”) and certain of its subsidiaries entered into a Second Amendment (the “Second Amendment”), which amends the Company’s Credit Agreement dated as of August 18, 2021 (as heretofore amended, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Second Amendment, the “Amended Credit Agreement”) with a with a group of banks for which JPMorgan Chase Bank, N.A. is acting as administrative agent (the “Administrative Agent”), which governs the Company’s existing $800 million revolving credit facility (the “Credit Facility”). Capitalized terms not defined in this description shall have the meanings given them in the Existing Credit Agreement.
The Second Amendment provides for the following changes to the Existing Credit Agreement:
• An increase in the Credit Facility by $100 million to an aggregate amount of $900 million.
• Transition of loans under the Amended Credit Agreement from Eurodollar to Term SOFR rate.
• Incremental term loans and incremental equivalent debt may be incurred under the Amended Credit Agreement, in addition to the incremental revolving commitment increases that could have been incurred under the Existing Credit Agreement, in an aggregate amount not to exceed $250 million and an unlimited amount subject to a first lien debt to cash flow ratio of 2.50:1.00.
The foregoing description is only a summary and it is qualified in its entirety by the specific terms of the Second Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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Table of Contents
ITEM 6. EXHIBITS
Exhibit Description
3.1
Certificate of Incorporation of Registrant, as amended (1)
3.2
Bylaws of Registrant (2)
10.1
Second Amendment to the Credit Agreement dated May 2, 2023*
31(a)
Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant and President of Chili’s Grill & Bar, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
31(b)
Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
32(a)
Certification by Kevin D. Hochman, President and Chief Executive Officer of the Registrant and President of Chili’s Grill & Bar, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32(b)
Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Schema Document
101.CAL XBRL Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Label Linkbase Document
101.PRE XBRL Presentation Linkbase
104 The cover page from the Registrant's Quarterly Report on Form 10-Q for the thirteen week period ended March 29, 2023 is formatted in Inline XBRL.
* Filed herewith.
(1) Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 28, 1995 and incorporated herein by reference.
(2) Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 27, 2018 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRINKER INTERNATIONAL, INC.,
a Delaware corporation
Date: May 3, 2023 By: /S/ KEVIN D. HOCHMAN
Kevin D. Hochman,
President and Chief Executive Officer
of Brinker International, Inc.
and President of Chili’s Grill & Bar
(Principal Executive Officer)
Date: May 3, 2023 By: /S/ JOSEPH G. TAYLOR
Joseph G. Taylor,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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