UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On December 13, 2022, The ONE Group Hospitality, Inc. and certain of its subsidiaries (the “Company”), Goldman Sachs Bank USA, as collateral agent, and Goldman Sachs Specialty Lending Group, L.P., as administrative agent, entered into an amendment to the Credit Agreement that:
| · | Allows for a new $50 million delayed draw term facility, available to draw for twelve months and subject to a 1.75x Net Leverage Ratio incurrence test (as defined in the Credit Agreement) for permitted acquisitions, stock repurchases and new restaurant capital expenditures; | |
| · | Allows the Company to redeem, repurchase or otherwise acquire its own capital stock in an aggregate amount of up to $50 million subject to a 1.75x Net Leverage Ratio incurrence test and no default or event of default; | |
| · | Changes the interest rate from LIBOR plus a margin to SOFR plus an applicable margin; and | |
| · | Requires the Company to pay interest on an undrawn portion of the delayed draw term loan up to $35 million, beginning 90 days following the effective date until December 13, 2023. |
The Company plans to draw on the delayed draw term loan.
A press release announcing the amendment to the Credit Agreement is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
| Dated: December 14, 2022 | THE ONE GROUP HOSPITALITY, INC. | |
| By: | /s/ Tyler Loy | |
| Name: | Tyler Loy | |
| Title: | Chief Financial Officer | |
INDEX TO EXHIBITS
| Exhibit Number | Description |
| 10.1 | Fourth Amendment to Credit and Guaranty Agreement dated December 13, 2022 between The ONE Group Hospitality, Inc. and certain of its subsidiaries, certain other credit parties, Goldman Sachs Specialty Lending Group, L.P., as administrative agent for the lenders, and Goldman Sachs Bank USA, as collateral agent for the lenders. |
| 99.1 | Press Release dated December 14, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |