What is the 'First Lien Restated Credit Agreement' for Checkersrallys?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
nner as the amendments to Holdings First Lien Restated Credit Agreement and Second Lien Restated Credit Agreement dated August 21, 2019 as well as Holdings Second Amendment to the Amended and Restated First Lien and Second Lien Credit Agreements dated December 31, 2020 as discussed above.
Amendment to Related Party Credit Facility
On August 21, 2019, Holdings entered into an amendment to the First Lien Credit Agreement (the "First Lien Restated Credit Agreement") with Jefferies Finance LLC continuing as administrative agent, joint lead arranger and joint bookrunner, and the financial institutions party thereto. Holdings also entered into an amendment to the Second Lien Credit Agreement (the "Second Lien Restated Credit Agreement") with Wilmington Trust, National Association (as successor to Jefferies Finance LLC), as administrative agent and collateral agent for the lenders party thereto.
Holdings Restated Credit Agreement converted $19.9 million in aggregate principal amount of Revolver into Restatement Date Term Loans ("RDTL") maturing April 25, 2022 leaving $5.1 million of Revolver. Within fiscal 2021, the maturity date of the RDTL and Revolver was extended to April 25, 2023.
Holdings Restated Credit Agreement amended the terms in that any interest on the loans accrued on or prior to June 14, 2021, shall be payable "in kind", which interest shall be capitalized and added to the outstanding principal balance of the loans on the applicable interest payment dates. The capitalized interest was deemed to be principal on the loan and interest accrued on the capitalized interest until June 14, 2021. Within fiscal 2021, the treatment of interest as payable "in kind" was extended beyond June 14, 2021 through the maturity date of the Second Lien.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 91)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, the First Lien Restated Credit Agreement is an amendment to the First Lien Credit Agreement. On August 21, 2019, Holdings, Burger BossCo, CDI, and certain of their affiliates entered into an amendment with Jefferies Finance LLC continuing as administrative agent, joint lead arranger, and joint bookrunner, and the financial institutions party thereto.
The document also mentions an amendment to the Second Lien Credit Agreement on the same date, with Wilmington Trust, National Association as administrative agent and collateral agent for the lenders party thereto. These agreements were further amended on December 31, 2020.
In the context of the Out-of-Court Restructuring that Checkersrallys obtained consents for and consummated on June 16, 2023, the First Lien Credit Agreement is defined as the Amended and Restated First Lien Credit Agreement, dated as of August 21, 2019, and any amendments, restatements, supplements, or modifications made to it over time. The First Lien Loans are loans made under this agreement, involving Holdings, Burger BossCo, the First Lien Lenders, and Jefferies Finance LLC as the administrative and collateral agent.