SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event report): November 30, 2012
CHUYS HOLDINGS, INC.
(Exact Name of Registrant As Specified In Charter)
1623 Toomey Rd.
Austin, Texas 78704
(Address of Principal Executive Officers) (Zip Code)
Registrants telephone number, including area code: (512) 473-2783
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On November 30, 2012, Chuys Holdings, Inc. (the Company) entered into a secured $25 million revolving credit facility with the subsidiaries of the Company, as guarantors, and Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender, and lender (the Credit Facility). On that same date, the Company borrowed $5 million under the Credit Facility to pay fees and expenses associated with the Credit Facility and to repay the outstanding borrowings under its senior secured credit facility with GCI Capital Markets LLC, as administrative agent and sole bookrunner, General Electric Corporation, as syndication agent, and a syndicate of financial institutions (the Prior Facility).
The Credit Facility (a) will mature on November 30, 2017, unless the Company exercises its option to voluntarily reduce all of the commitment before the maturity date, (b) provides for commitment fees that accrue on the daily unused commitment of the lender at the applicable margin, which varies based on the Companys leverage ratio and (c) includes a sub-facility for letters of credit up to an aggregate amount of $5 million. All borrowings under the Credit Facility will bear interest at a variable rate based, at the Companys election, on (i) the base rate, which is the highest of the prime rate, federal funds rate or one month LIBOR plus 1%, or (ii) LIBOR, plus, in either case, an applicable margin based on the Companys total leverage ratio. Interest is due at the end of each quarter if the Company selects to pay interest based on the base rate and at the end of each LIBOR period if it selects to pay interest based on LIBOR.
The Credit Facility contains representations and warranties, affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including covenants setting a maximum leverage ratio and a minimum fixed charge coverage ratio. If an event of default occurs, the lenders may terminate the commitments under the Credit Facility and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit under the Credit Facility.
Certain lenders that are parties to the Credit Facility may in the future from time to time perform investment banking, financial advisory, lending or commercial banking services for the Company and its subsidiaries and affiliates, for which they have may in the future receive, customary compensation and reimbursement of expenses.
The above description of the material terms and conditions of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, which is filed as Exhibit 10.1 hereto.
On November 30, 2012, the Company repaid all outstanding borrowings under the Prior Facility with proceeds from the Credit Facility and terminated the Prior Facility.
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: December 6, 2012
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