Attached files
| file | filename |
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| EX-10.2 - LUBYS INC | v191453_ex10-2.htm |
| EX-10.3 - LUBYS INC | v191453_ex10-3.htm |
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): July 26, 2010
Luby's,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-8308
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74-1335253
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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13111
Northwest Freeway, Suite 600
Houston,
TX 77040
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(Address
of principal executive offices, including zip
code)
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(713)
329-6800
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(Registrant's
telephone number, including area
code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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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.
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Second
Amendment to Credit Agreement
On
July 26, 2010, Luby's, Inc. (the "Company"), entered into a Second
Amendment dated as of July 26, 2010 (the "Amendment") to the Credit
Agreement dated as of November 9, 2009 (as amended to date, the "Credit
Agreement") among the Company, the lenders from time to time party thereto,
Wells Fargo Bank, National Association, as administrative agent, and Amegy Bank
National Association, as syndication agent. The material provisions
of the Amendment are summarized below:
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·
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Increased
the aggregate amount of the lenders' commitments from $20.0 million
to $53.0 million. The aggregate amount available will be
reduced to $50.4 million on November 30, 2010; to
$48.8 million on February 28, 2011; to $43.9 million
on May 31, 2011; and to $40.0 million on August 31,
2011.
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·
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Changed
the maturity date to September 1,
2011.
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·
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Required
a guaranty from Christopher J. Pappas and Harris J. Pappas, as described
below, and a security interest in selected real estate and other Company
assets.
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·
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Increased
interest rate margins from a range of 2.75% to 3.50% to a range of 2.75%
to 4.50%. The applicable spread continues to be dependent upon
the ratio of the Company's debt to EBITDA at the most recent determination
date, as defined in the Credit
Agreement.
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·
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Modified
certain financial covenants, including fiscal year 2010 and 2011 quarterly
EBITDA requirements.
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·
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Decreased
the basket of permitted additional liens from $20.0 million to
$10.0 million.
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·
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Modified
the restriction on capital expenditures. Prior to the
Amendment, the Credit Agreement limited capital expenditures in any
subsequent fiscal year to the greater of (1) $15.0 million or
(2) the amount of 100% of the preceding fiscal year's EBITDA; plus in
either case, all of the unused availability for capital expenditures from
the immediately preceding fiscal quarter. Following the
Amendment, the amount of agreed upon capital expenditures for any
subsequent fiscal year will be no greater than
$15.0 million.
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·
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Modified
certain negative covenants to permit the acquisition described in
Item 2.01 below.
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·
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Management estimates approximately $0.6 million to $0.8 million in related fees and expenses to be incurred associated with the Second Amendment. |
Christopher
J. Pappas, the Company's President and Chief Executive Officer, and Harris J.
Pappas, the Company's Chief Operating Officer, will guaranty the payment of up
to $13.0 million of the Company’s indebtedness under the Credit
Agreement. The maximum amount of the guaranty will be reduced to
$9.5 million on February 28, 2011 and to $6.0 million on
May 31, 2011.
Amendment
to Asset Purchase Agreement
The
information included in Item 2.01 below regarding the amendment to the
Asset Purchase Agreement (as defined below) is incorporated by reference into
this Item 1.01.
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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On
July 26, 2010, the Company, through its subsidiary, Luby's Fuddruckers
Restaurants, LLC ("LFR"), completed the acquisition of substantially all of the
assets of Fuddruckers, Inc., Magic Brands, LLC and certain of their affiliates
(collectively, "Fuddruckers") for approximately $63.45 million of
cash. LFR also assumed certain of Fuddruckers' obligations, real
estate leases and contracts. Upon the completion of the acquisition,
LFR became the owner and operator of 56 Fuddruckers locations, with
franchisees currently operating an additional 129 locations and 3 KOO KOO
ROO locations.
The
acquisition was completed pursuant to the Asset Purchase Agreement, dated as of
June 23, 2010, between the Company and Fuddruckers (the "Asset Purchase
Agreement"), the terms and conditions of which are described in Item 1.01
of the Company's Current Report on Form 8-K filed June 29, 2010, which
description is incorporated herein by reference. On July 26,
2010, LFR and Fuddruckers amended the Asset Purchase Agreement to, among other
things, (1) amend the process set forth in the Asset Purchase Agreement for
the payment of utility charges relating to the acquired locations incurred prior
to the closing date, (2) provide for the use by Fuddruckers of the
corporate office after the closing date, and (3) to provide that the
intercompany receivables owing from any of the Seller Parties (as defined in the
amendment to the Asset Purchase Agreement) to one or more of the other Seller
Parties are not Purchased Assets (as defined in the Asset Purchase Agreement)
and that intercompany Liabilities (as defined in the Asset Purchase Agreement)
owing from any of the Seller Parties to one or more of the other Seller Parties
are not Assumed Liabilities (as defined in the Asset Purchase
Agreement).
The
Company funded the purchase from cash on hand and borrowings under the Credit
Agreement.
Mr.
Christopher J. Pappas, President and Chief Executive Officer of the Company,
sits on the advisory board of Amegy Bank National Association and previously
served on its board of directors.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information included in Item 1.01 above regarding the Amendment is
incorporated by reference into this Item 2.03.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a) Financial Statements of Businesses
Acquired.
Financial
statements required to be filed by this Item will be filed with the SEC not
later than 71 calendar days after the date on which this Current Report on
Form 8-K is required to be filed.
(b) Pro Forma Financial
Information.
Financial
statements required to be filed by this Item will be filed with the SEC not
later than 71 calendar days after the date on which this Current Report on
Form 8-K is required to be filed.
(d) Exhibits.
The
following exhibits are filed herewith:
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Exhibit
Number
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Description | |
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10.1
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Asset
Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc.,
Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc.,
R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White
Marsh, LLC (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on June 29,
2010).
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10.2
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Amendment
to Asset Purchase Agreement, dated as of July 26, 2010, by and among
Luby's Fuddruckers Restaurants, LLC, Fuddruckers, Inc., Magic Brands, LLC,
Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard
County, LLC and Fuddruckers of White Marsh, LLC.
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10.3
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Second
Amendment to Credit Agreement, dated as of July 26, 2010, among the
Company, the lenders from time to time party thereto, Wells Fargo Bank,
National Association, as administrative agent, and Amegy Bank National
Association, as syndication
agent.
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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.
| Date: July 26, 2010 | LUBY'S, INC. | ||
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By:
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/s/ Christopher J. Pappas | |
| Christopher J. Pappas | |||
| President and Chief Executive Officer | |||
EXHIBIT
INDEX
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Exhibit
Number
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Description | |
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10.1
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Asset
Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc.,
Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc.,
R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White
Marsh, LLC (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on June 29,
2010).
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10.2
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Amendment
to Asset Purchase Agreement, dated as of July 26, 2010, by and among
Luby's Fuddruckers Restaurants, LLC, Fuddruckers, Inc., Magic Brands, LLC,
Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard
County, LLC and Fuddruckers of White Marsh, LLC.
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10.3
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Second
Amendment to Credit Agreement, dated as of July 26, 2010, among the
Company, the lenders from time to time party thereto, Wells Fargo Bank,
National Association, as administrative agent, and Amegy Bank National
Association, as syndication
agent.
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