UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2020
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
| 1-32731 |
| 84-1219301 |
610 Newport Center Drive, Suite 1300
Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 524-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | CMG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 May 8, 2020, Chipotle Mexican Grill, Inc. (the “Company”) entered into a new senior, unsecured 364-Day Revolving Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent. JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC, Truist Bank, and Fifth Third Bank, N.A. acted as joint bookrunners and joint lead arrangers.
The Credit Agreement provides for a $600 million revolving credit facility (the “Revolving Facility”), including a letter of credit sub-facility up to $20 million. The Revolving Facility will mature on May 7, 2021 and is guaranteed by certain of the Company’s material domestic subsidiaries.
Borrowings under the Revolving Facility will bear interest at an initial annual rate of LIBOR plus 1.50%, which is subject to adjustment based on the Company’s total leverage ratio, with LIBOR being no less than 1.00%. The Company will pay a commitment fee on undrawn amounts under the Revolving Facility equal to 0.625%.
The Credit Agreement contains customary representations, warranties and covenants, including financial covenants that (i) require that the Company maintain a maximum total leverage ratio of 3.00x and a minimum fixed charge coverage ratio of 1.50x, each as of the last day of each fiscal quarter and (ii) restrict the Company’s capital expenditures through December 31, 2020 to $350 million and thereafter permit unlimited capital expenditures subject to pro forma compliance with a maximum total leverage ratio of 2.75x. In addition, the Credit Agreement includes covenants that limit the Company’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) create liens on its property, (ii) incur debt at the subsidiary level, (iii) make certain investments and restricted payments, including dividends, and (iv) merge with other companies. The Credit Agreement also contains customary events of default, which may result in the acceleration of any outstanding commitments.
The foregoing is only a summary of the terms and conditions of the Credit Agreement and is qualified in its entirety by reference to the full text of the Credit Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
Exhibit Number | Exhibit Description | |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Chipotle Mexican Grill, Inc. | ||
May 8, 2020 | By: | /s/ John R. Hartung |
Name: John R. Hartung | ||
Title: Chief Financial Officer |