Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2013, Dunkin' Brands, Inc. ("DBI"), a wholly-owned subsidiary of
Dunkin' Brands Group, Inc. (the "Company"), entered into Amendment No. 4 (the
"Amendment") to its Credit Agreement dated as of November 23, 2010 as amended
February 18, 2011, May 24, 2011 and August 9, 2012 among DBI, Dunkin' Brands
Holdings, Inc. ("Holdings"), each lender from time to time party thereto,
Barclays Bank PLC, as Administrative Agent, Swing Line Lender, L/C Issuer and
Collateral Agent and the other Agents named therein (each defined term as
defined in the Credit Agreement) and Amendment No. 1 to the Guaranty, dated as
of December 3, 2010, among Holdings, the other guarantors named therein and the
Administrative Agent.
Pursuant to the Amendment, the interest rate margins for the term loans under
the Credit Agreement were reduced from 2.00% to 1.75% for Base Rate Loans and
from 3.00% to 2.75% for Eurodollar Rate Loans, subject to an interest rate floor
of 1.00% for Eurodollar Rate Loans and the interest rate margins for revolving
loans were reduced from 2.00% to 1.50% for Base Rate Loans and from 3.00% to
2.50% for Eurodollar Rate Loans, with no interest rate floor for Eurodollar Rate
Loans. The Letter of Credit Fees were reduced from 3.00% to 2.50%. In addition,
the Amendment extends the maturity of the term facility to February 14, 2020 and
the revolving facility to February 14, 2018.
The Amendment provides that if, on or prior to August 14, 2013, DBI prepays any
loans under the term loan facility in connection with certain repricing
transactions, DBI must pay a prepayment premium of 1.00% of the aggregate
principal amount of the loans so prepaid.
Certain of the Lenders and certain of their affiliates have performed investment
banking, commercial lending and underwriting services for the Company, its
subsidiaries and its respective affiliates, from time to time, for which they
have received customary fees and expense. These parties may, from time to time,
engage in transactions with, and perform services for the Company, its
subsidiaries or its affiliates in the ordinary course of their business.
The foregoing description of the Amendment does not purport to be complete and
is subject to, and is qualified in its entirety by, reference to the full and
complete terms of the Amendment that is attached hereto as Exhibit 10.1 to this
Report and which is incorporated into this Item 1.01 by reference.
On February 14, 2013, the Company issued a press release announcing the
above-referenced transaction. A copy of this press release is attached to this
Report as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
In connection with the Amendment, the Company today upwardly revised its
previously provided target for adjusted earnings per share for full year 2013
performance. The Company now expects its adjusted earnings per share to be in
the range of $1.50 to $1.53, which would represent 17.2 to 19.5 percent growth
over its $1.28 adjusted earnings per share in 2012.
The information contained in this Item is being furnished and shall not be
deemed "filed" for any purpose, and shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, regardless of any general
incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 4 to the Credit Agreement, dated as of February 14, 2013
by and among Dunkin' Brands, Inc. Dunkin' Brands Holdings, Inc.,
Barclays Bank PLC, as administrative agent and the other parties thereto
and Amendment No. 1 to the Guaranty among Dunkin' Brands Holdings, Inc.,
the other guarantors named therein and the Administrative Agent.
99.1 Press release of Dunkin' Brands Group, Inc. dated February 14, 2013.
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