Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2022 (the “Closing Date”), Applebee’s Funding LLC and IHOP Funding LLC (the “Co-Issuers”), each a special purpose wholly-owned indirect subsidiary of Dine Brands Global, Inc. (the “Corporation”) entered into a financing facility that allows for drawings of up to $325 million of variable funding notes on a revolving basis and the issuance of letters of credit (“Variable Funding Notes”). The Variable Funding Notes were issued under the Base Indenture, dated September 30, 2014, as amended and restated as of June 5, 2019, among the Co-Issuers and Citibank, N.A., as Trustee and Securities Intermediary and previously filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K on June 5, 2019 (“Base Indenture”), and the Series 2022-1 Supplement to the Base Indenture, dated August 12, 2022, among the Co-Issuers and Citibank, N.A., as Trustee and the 2022-1 Securities Intermediary (“Series 2022-1 Supplement”), a copy of which is attached hereto as Exhibit 4.2. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement, dated August 12, 2022, among the Co-Issuers, certain special-purpose, wholly-owned indirect subsidiaries of the Corporation, each as a Guarantor, the Corporation, as manager, certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, swingline lender and administrative agent (the “Purchase Agreement”), a copy of which is attached hereto as Exhibit 10.1.
The Variable Funding Notes will be governed, in part, by the Purchase Agreement and by certain generally applicable terms contained in the Base Indenture and the Series 2022-1 Supplement. The applicable interest rate under the Variable Funding Note depends on the type of borrowing by the Co-Issuers. The applicable interest rate for advances is generally calculated at a per annum rate equal to the commercial paper funding rate or one-, two-, three- or six-month Term SOFR Rate, in either case, plus 2.50%. The applicable interest rate for swingline advances and unreimbursed draws on outstanding letters of credit is a per annum base rate equal to the sum of (a) the greatest of (i) the Prime Rate in effect from time to time, (ii) the Federal Funds Rate in effect from time to time plus 0.50% and (iii) Term SOFR for a one-month tenor in effect at such time plus 0.50% plus (b) 2.00%. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to the quarterly payment date in June 2027, subject to two additional one-year extensions at the option of the Corporation upon the satisfaction of certain conditions. The Variable Funding Notes and other credit instruments issued under the Purchase Agreement are secured by the collateral described in the Base Indenture and the Guarantee and Collateral Agreement, dated September 30, 2014, and amended and restated on September 5, 2018 and June 5, 2019, by certain special-purpose, wholly-owned indirect subsidiaries of the Corporation, each as a Guarantor, in favor of Citibank, N.A., as Trustee and previously filed as Exhibit 10.2 to the Corporation’s Current Report on Form 8-K on June 5, 2019 (the “Guarantee and Collateral Agreement”). Capitalized terms used above but not defined herein are defined in the Purchase Agreement.
The above descriptions of the Base Indenture, the Series 2022-1 Supplement, the Purchase Agreement, and the Guarantee and Collateral Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements referenced and attached hereto as Exhibit 4.2 and 10.1 or previously filed as indicated above and in each case incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the issuance of the Variable Funding Notes described above under Item 1.01 of this Current Report on Form 8-K, on August 12, 2022, the Corporation repaid the entire outstanding principal amount of the Corporation’s $225 million revolving financing facility under certain Series 2019-1 Class A-1 Notes pursuant to the Base Indenture and the Series 2019-1 Supplement to the Base Indenture, dated June 5, 2019, among the Co-Issuers and Citibank, N.A., as Trustee and Securities Intermediary (“Series 2019-1 Supplement”), which was previously filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K on June 5, 2019 and terminated the corresponding Class A-1 Note Purchase Agreement, dated June 5, 2019, among the Co-Issuers, certain special-purpose, wholly-owned indirect subsidiaries of the Corporation, each as a Guarantor, the Corporation, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, swingline lender and administrative agent (“2019 Purchase Agreement”), which was previously filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K on June 5, 2019.
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