Texas Roadhouse Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On April 24, 2025, Texas Roadhouse, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries entered into a Credit Agreement for a revolving credit facility (the “credit facility agreement”) with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A and PNC Bank, N.A. The credit facility agreement supersedes and replaces the prior credit facility agreement dated August 7, 2017, as amended.
The credit facility is a five-year, unsecured, revolving credit facility under which the Company can borrow up to $450.0 million with the option to increase by an additional $250.0 million, subject to certain limitations set forth in the credit facility agreement, including approval by the syndicate of lenders.
Under the credit facility, the Company is required to pay interest on outstanding borrowings at the Term Secured Overnight Financing Rate (“SOFR”), plus a fixed adjustment of 0.10% and a variable adjustment of 1.00% to 1.75% and to pay a commitment fee of 0.150% to 0.300% per year for any unused portion of the credit facility, in each case depending on our consolidated net leverage ratio. The credit facility imposes the financial covenants of maintaining a minimum consolidated fixed charge coverage ratio of 2.00 to 1.00 and a maximum consolidated leverage ratio of 3.00 to 1.00. The lenders’ obligations to extend credit under the credit facility will depend upon our compliance with these covenants.
The credit facility has a maturity date of April 24, 2030. At the time of execution of the credit facility agreement, the Company maintained no outstanding borrowings on the prior credit facility nor did it exercise any borrowings on the credit facility.
Fees and expenses incurred in connection with the credit facility were paid from cash on hand and all of the obligations of the credit facility can be accelerated upon an Event of Default, as such terms are defined in the credit facility agreement. The description of the credit facility agreement is qualified in its entirety by the copy thereof which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
In connection with the execution of the credit facility agreement, the Company terminated the prior credit facility agreement. There were no amounts drawn upon the prior credit facility before termination.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information described under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Credit Agreement, dated as of April 24, 2025 by and among Texas Roadhouse, Inc., and the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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SIGNATURE
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 thereunto duly authorized.
| TEXAS ROADHOUSE, INC. | ||
| Date: April 24, 2025 | By: | /s/ Christopher Monroe |
| D. Christopher Monroe | ||
| Chief Financial Officer | ||
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