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): December 16, 2014 (December 11, 2014)
EL POLLO LOCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36556 | | 20-3563182 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 3535 Harbor Blvd., Suite 100, Costa Mesa, California | | 92626 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (714) 599-5000
N/A
(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:
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On December 11, 2014, El Pollo Loco Holdings, Inc. (the “Corporation”) refinanced its debt, with El Pollo Loco, Inc., EPL Intermediate, Inc. and the Corporation entering into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, the lenders party thereto, and the other parties thereto, which provides for a $200,000,000 five-year secured revolving facility (the “New Credit Facility”). The New Credit Facility includes a sub limit of $15,000,000 for letters of credit and a sub limit of $15,000,000 for swingline loans. The New Credit Facility will mature on or about December 11, 2019.
Borrowings under the New Credit Facility (other than any swingline loans) bear interest, at the borrower’s option, at rates based uponeither LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a lease adjusted consolidated leverage ratio-based pricing grid. The base rate is calculated as the highest of (a) the federal funds rateplus 0.50%, (b) the prime rate of Bank of America, or (c) LIBORplus 1.00%. For LIBOR loans, the margin is in the range of 1.75% to 2.50%, and for base rate loans the margin is in the range 0.75% and 1.50%. The margin is initially set at 2.00% for LIBOR loans and at 1.00% for base rate loans until the delivery of financial statements and a compliance certificate for the period ending March 25, 2015.
The Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference, and the description of the Credit Agreement contained herein is qualified in its entirety by the terms of the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Credit Agreement are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | |
Exhibit Number | | Description |
| 10.1 | | Credit Agreement, dated as of December 11, 2014, by and among the Corporation, El Pollo Loco, Inc., EPL Intermediate, Inc., Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, the lenders party thereto, and the other parties thereto. |
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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.
| | |
| | El Pollo Loco Holdings, Inc. |
| | (Registrant) |
| |
| Date: December 16, 2014 | | |
| |
| | /s/ Laurance Roberts |
| | Laurance Roberts |
| | Chief Financial Officer |
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EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| 10.1 | | Credit Agreement, dated as of December 11, 2014, by and among the Corporation, El Pollo Loco, Inc., EPL Intermediate, Inc., Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, the lenders party thereto, and the other parties thereto. |
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