UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2021, Chipotle Mexican Grill, Inc. (“Chipotle”) entered into a new senior, unsecured Revolving Credit Agreement (the “Credit Agreement”) by and among Chipotle, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent. JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC, Truist Bank, Fifth Third Bank, National Association, and Citibank, N.A. acted as joint bookrunners, joint lead arrangers, and co-syndication agents. Bank of America, N.A. acted as documentation agent.
The Credit Agreement provides for a $500 million revolving credit facility (the “Revolving Facility”), including a letter of credit sub-facility up to $20 million. The Revolving Facility will mature on April 13, 2026 and is guaranteed by certain of Chipotle’s material domestic subsidiaries.
Borrowings under the Revolving Facility will bear interest at an initial annual rate of LIBOR plus 1.375%, which is subject to adjustment based on Chipotle’s total leverage ratio, with LIBOR being no less than zero. Chipotle will pay a commitment fee on undrawn amounts under the Revolving Facility at an initial annual rate of 0.175%, which is subject to adjustment based on Chipotle’s total leverage ratio.
The Credit Agreement contains customary representations, warranties and covenants, including financial covenants that require Chipotle to maintain a maximum total leverage ratio of 3.00x and a minimum fixed charge coverage ratio of 1.50x, each as of the last day of each fiscal quarter. In addition, the Credit Agreement includes covenants that limit Chipotle’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) create liens on its property, (ii) incur debt at the subsidiary level, (iii) make certain restricted payments, including dividends, and (iv) merge with other companies. The Credit Agreement also contains customary events of default, which may result in the acceleration of any outstanding commitments.
The foregoing is only a summary of the terms and conditions of the Credit Agreement and is qualified in its entirety by reference to the full text of the Credit Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
| Exhibit Number |
Exhibit Description | |
| 10.1 | Revolving Credit Agreement dated April 13, 2021, among Chipotle Mexican Grill, Inc. and JPMorgan Chase Bank, N.A., Administrative Agent, and other lenders party to the Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Chipotle Mexican Grill, Inc. | ||||||||
| April 16, 2021 | By: | /s/ John R. Hartung |
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| Name: John R. Hartung | ||||||||
| Title: Chief Financial Officer | ||||||||