UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 7, 2023, BurgerFi International, Inc., a Delaware corporation (the “Company”), and Plastic Tripod, Inc., a Delaware corporation and a subsidiary of the Company (“Plastic Tripod”, and together with the Company, the “Borrowers”), further amended their credit facilities under their existing Credit Agreement, dated as of December 15, 2015, by and among the Borrowers, the subsidiary guarantors party thereto (collectively, the “Guarantors”), Regions Bank, as administrative agent for the lenders, collateral agent for the lenders, a lender, swingline lender and issuing bank (in such capacity, the “Administrative Agent”), Cadence Bank, as a lender, Webster Bank, National Association, as a lender, Synovus Bank, as a lender, CP7 Warming Bag, LP, as a lender and the other lenders party thereto (collectively, the “Lenders”), as amended from time to time (the “Credit Agreement”), by entering into that certain Sixteenth Amendment to Credit Agreement, dated as of July 7, 2023 (the “Sixteenth Amendment”), by and among the Borrowers, the Guarantors, Administrative Agent and the other Lenders party thereto (as amended from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have meaning assigned to them in the Credit Agreement.
Under the terms of the Sixteenth Amendment, the definition of Consolidated EBITDA was amended to increase the scope of certain non-recurring expenses.
The Sixteenth Amendment also revises the requirements and timeline for when the Credit Parties must engage a management consulting firm.
In addition, under the terms of the Sixteenth Amendment, the Consolidated Senior Lease-Adjusted Leverage Ratio and Consolidated Fixed Charge Coverage Ratio requirements were modified as follows to provide the Credit Parties greater flexibility for the applicable time periods:
| (a) | The Credit Parties shall not permit the Consolidated Senior Lease-Adjusted Leverage Ratio to be greater than (i) 7.00 to 1.00 as of the end of the fiscal quarters ending closest to the calendar quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, or (ii) 6.75 to 1.00 as of the end of the fiscal quarters ending closest to the calendar quarters ending March 31, 2024, June 30, 2024 and September 30, 2024. |
| (b) | The Credit Parties shall not permit the Consolidated Fixed Charge Coverage Ratio to be less than (i) 1.00 to 1.00 as of the end of the fiscal quarters ending closest to the calendar quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, or (ii) 1.05 to 1.00 as of the end of the fiscal quarters ending closest to the calendar quarters ending March 31, 2024, June 30, 2024 and September 30, 2024. |
The foregoing description of the Sixteenth Amendment is intended only as a summary and is qualified in its entirety by reference to the actual terms of the Sixteenth Amendment attached as Exhibit 10.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 7, 2023
| BURGERFI INTERNATIONAL, INC. | ||
| By: | /s/ Stefan K. Schnopp | |
| Stefan K. Schnopp | ||
| Chief Legal Officer and Corporate Secretary | ||