Unassociated Document
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):
September
2, 2010
Commission
File Number: 0-21660
PAPA
JOHN’S INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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61-1203323
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification
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incorporation or organization)
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Number)
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2002
Papa Johns Boulevard
Louisville,
Kentucky 40299-2367
(Address
of principal executive offices)
(502)
261-7272
(Registrant’s
telephone number, including area code)
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))
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
September 2, 2010, Papa John’s International, Inc., a Delaware corporation (the
“Company”), entered into a new unsecured $175 million, five-year revolving
credit facility (the “Revolving Credit Facility”), among the Company; each of
its subsidiary guarantors named in the Revolving Credit Facility; RSC
Insurance Services Ltd., a Bermuda company; PNC Bank, National Association, as a
lender and in its capacity as administrative agent for the lenders; JPMorgan
Chase Bank, N.A., as a lender and in its capacity as syndication agent for the
lenders; Bank of America, N.A., Fifth Third Bank and U.S. Bank, National
Association, each as a lender and in its capacity as co-documentation agent for
the lenders; Branch Banking and Trust Company, as a lender; and PNC Capital
Markets LLC and J.P. Morgan Securities LLC, each as joint lead arranger and as
joint bookrunner. The Revolving Credit Facility replaced the Company’s prior
revolving credit facility, which was terminated upon closing of the Revolving
Credit Facility. The Revolving Credit Facility, which will be used for general
corporate purposes, includes a $75 million uncommitted accordion feature. The
Company’s obligations under the Revolving Credit Facility are guaranteed by
certain of its domestic subsidiaries and certain future subsidiaries.
Amounts outstanding under the facility at September 2, 2010 were $99
million. The interest rates under the Revolving Credit Facility vary
based upon LIBOR (as defined in the facility) plus 100 to 175 basis points, or
other rates at the Company’s option, subject to the terms of the Revolving
Credit Facility. The increment over LIBOR and the commitment fee, which ranges
from 17.5 to 25 basis points, are determined quarterly based upon the Company’s
ratio of total indebtedness to earnings before interest, taxes, depreciation and
amortization (EBITDA), as defined under the Revolving Credit
Facility.
Based on
the Company’s ratio of total indebtedness to EBITDA at September 2, 2010, drawn
amounts bear interest at LIBOR plus 125 basis points, and undrawn amounts are
subject to a commitment fee of 20 basis points. The Revolving Credit Facility
includes restrictive covenants, which include, among other covenants,
maintenance of leverage and interest expense coverage ratios similar to the
corresponding covenants under the Company’s prior revolving credit
facility.
The
foregoing description of the Revolving Credit Facility is intended to be a
summary, is not complete and is qualified in its entirety by reference to the
actual Revolving Credit Facility, which is attached to this report as Exhibit
10.1 and is incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement
On
September 2, 2010, in connection with the closing of the Revolving Credit
Facility, the Company terminated its unsecured $175 million, five-year revolving
credit facility dated January 31, 2006, among the Company, the guarantors party
thereto, RSC Insurance Services, Ltd., a Bermuda company, the lenders party
thereto, PNC Bank, National Association, as administrative agent, JPMorgan Chase
Bank, N.A., as syndication agent, National City Bank of Kentucky, as
co-documentation agent, Bank of America, N.A., as co-documentation agent, Fifth
Third Bank, as co-documentation agent, and PNC Capital Markets LLC, as lead
arranger and as sole bookrunner (the “Former Credit Facility”). The Former
Credit Facility was scheduled to expire on January 31, 2011; there were no
penalties for early termination. Under the Former Credit Facility, outstanding
balances accrued interest at 50 to 100 basis points over LIBOR. The commitment
fee on the unused balance ranged from 12.5 to 20 basis points. The increment
over LIBOR and the commitment fee were determined quarterly based upon the ratio
of total indebtedness to EBITDA, as defined under the Former Credit
Facility.
Section
2 – Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information disclosed in response to Item 1.01 above is incorporated herein
by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit
Number
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Description
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10.1
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$175,000,000
Revolving Credit Facility by and among Papa John’s International, Inc.,
the Guarantors party thereto, RSC Insurance Services, Ltd., a Bermuda
company, the Banks party thereto, PNC Bank, National Association, as
Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent,
U.S. Bank, National Association, as Co-Documentation Agent, Bank of
America, N.A., as Co-Documentation Agent, Fifth Third Bank, as
Co-Documentation Agent, PNC Capital Markets LLC, as Joint Lead Arranger
and as Joint Bookrunner, and J.P. Morgan Securities LLC, as Joint Lead
Arranger and as Joint Bookrunner dated September 2,
2010.
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SIGNATURE
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 thereunto
duly authorized.
PAPA JOHN’S INTERNATIONAL,
INC.
(Registrant)
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Date:
September 8, 2010
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/s/ J. David Flanery
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J.
David Flanery
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Senior
Vice President and
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Chief
Financial Officer
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