Business Context and Reporting Period
Company: Texas Roadhouse, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 24, 2025
Event: Entry into a new Material Definitive Agreement (Credit Facility) and termination of the prior agreement.
Key Financial Metrics and Debt Structure
This filing details the restructuring of the company's debt facilities rather than reporting operational financial results (revenue, profit, or cash flow).
- New Credit Facility: Five-year, unsecured, revolving credit facility.
- Total Capacity: Up to $450.0 million, with an option to increase by an additional $250.0 million subject to lender approval.
- Outstanding Borrowings: $0 at the time of execution (no amounts drawn on the new or prior facility).
- Interest Rate Structure: Term Secured Overnight Financing Rate (SOFR) + 0.10% fixed adjustment + 1.00% to 1.75% variable adjustment (based on leverage ratio).
- Commitment Fee: 0.150% to 0.300% per year on unused portions.
- Maturity Date: April 24, 2030.
- Administrative Agents: JPMorgan Chase Bank, N.A. and PNC Bank, N.A.
Material Changes Versus Prior Period
The Company replaced its prior credit facility agreement (dated August 7, 2017, as amended) with the new agreement effective April 24, 2025.
- Termination: The prior credit facility was terminated immediately upon execution of the new agreement.
- Drawdown Status: There were no amounts drawn upon the prior facility before its termination.
- Covenant Updates: The new facility imposes specific financial covenants not explicitly detailed in the prior agreement text provided:
- Minimum consolidated fixed charge coverage ratio: 2.00 to 1.00.
- Maximum consolidated leverage ratio: 3.00 to 1.00.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates that fees and expenses related to the new facility were paid from cash on hand. The Company currently maintains no outstanding borrowings under the new facility.
Risks and Contingencies:
- Covenant Compliance: Lenders' obligations to extend credit are contingent upon the Company's compliance with the fixed charge coverage and leverage ratio covenants.
- Event of Default: All obligations under the credit facility can be accelerated upon an Event of Default as defined in the agreement.
- Variable Costs: Interest rates and commitment fees fluctuate based on the Company's consolidated net leverage ratio.
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the Company's current consolidated net leverage ratio to confirm compliance with the new 3.00 to 1.00 maximum covenant.
- Confirm the current consolidated fixed charge coverage ratio meets the 2.00 to 1.00 minimum requirement.
- Review the full text of Exhibit 10.1 (Credit Agreement) for specific definitions of "Event of Default" and limitations on the $250.0 million increase option.
- Monitor future 10-Q or 10-K filings for any actual drawdowns on the $450.0 million facility.