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): April 20,
2020
LUBY’S, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-8308 |
74-1335253 |
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
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13111 Northwest Freeway, Suite 600 Houston, Texas |
77040 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
(713) 329-6800
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange at which registered |
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Common Stock ($0.32 par value per share) |
LUB |
New York Stock Exchange |
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Common Stock Purchase Rights |
N/A |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.¨
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On April 21, 2020, Luby’s Inc. (the “Company”) entered into a
promissory note (the “Promissory Note”) with Texas Capital Bank,
N.A., effective as of April 12, 2020, that provides for a loan in
the amount of $10 million (the “PPP Loan”) pursuant to the Paycheck
Protection Program under the Coronavirus Aid, Relief and Economic
Security Act (the “CARES Act”). The PPP Loan matures on April 12,
2022 and bears interest at a rate of 1.0% per annum. Monthly
amortized principal and interest payments are deferred for six
months after the date of disbursement. The Promissory Note contains
events of default and other provisions customary for a loan of this
type. The Paycheck Protection Program provides that the use of PPP
Loan amount shall be limited to certain qualifying expenses and may
be partially or wholly forgiven in accordance with the requirements
set forth in the CARES Act. The Company intends to apply for
forgiveness of a portion of the loan in accordance with the terms
of the CARES Act to the extent applicable.
Additionally, on April 21, 2020, the Company entered into the Third
Amendment to Credit Agreement, dated as of April 21, 2020, among
the Company, the guarantors party thereto, the lenders party
thereto and MSD PCOF Partners VI, LLC (the “Amendment”). The
Amendment, amends the Credit Agreement, dated as of December 13,
2018, among the Company, the lenders party thereto and MSD PCOF
Partners VI, LLC, as amended from time to time, to permit the
company to incur indebtedness in the form of the PPP Loan and to
terminate the $5 million undrawn portion of the delayed draw term
loan upon receipt of the PPP Loan.
The foregoing descriptions of the Promissory Note and the Amendment
are not complete and are qualified in their entirety by reference
to the full text of the Promissory Note and of the Amendment,
copies of which are filed herewith as Exhibit 10.1 and 10.2,
respectively, and to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On April 20, 2020, the Company received written notice (the
“Notice”) from the New York Stock Exchange (the “NYSE”) that the
Company is not in compliance with the NYSE continued listing
standard set forth in Rule 802.01C of the NYSE Listed Company
Manual, which requires the average closing price of the Company’s
common stock to be at least $1.00 per share over a period of 30
consecutive trading days.
As required by the applicable NYSE procedures, the Company intends
to timely respond to the NYSE with respect to its intent to cure
the deficiency to regain compliance with the price criteria. The
Notice states that Company must bring its share price and average
share price back above $1.00 by six months following receipt of the
notice, but can demonstrate an accelerated cure at any time during
the six-month cure period if on the last trading day of any
calendar month during the cure period the closing share price of
the Company’s common stock is at least $1.00 and the average
closing share price of the Company’s common stock is at least $1.00
over the 30 trading-day period ending on the last trading day of
that month.
The Company is reviewing all available alternatives to return to
compliance with the NYSE continued listing standards.
The Notice has no immediate impact on the listing of the Company’s
common stock, which will continue to be listed and traded on the
NYSE during this period, subject to the Company’s compliance with
the other continued listing requirements of the NYSE. The Notice
has no impact on the Company’s operations or its Securities and
Exchange Commission reporting requirements.
Item 7.01. Regulation FD Disclosure.
On April 23, 2020, the Company issued a press release announcing
the receipt of the Notice. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information provided pursuant to this Item 7.01 is “furnished”
and shall not be deemed to be “filed” with the Securities and
Exchange Commission or incorporated by reference in any filing
under the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in any such filings.
Item 9.01. Financial Statements and Exhibits.
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Promissory Note, effective as of April 12, 2020, between Luby’s,
Inc., as borrower, and Texas Capital Bank, N.A., as
lender.
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Third Amendment to Credit Agreement, dated as of April 21, 2020,
among the Company, the lenders from time to time party thereto, and
MSD PCOF Partners VI, LLC, as Administrative Agent. |
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Luby’s Press Release dated April 23, 2020.
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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.
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Date: April 23, 2020 |
LUBY’S, INC. |
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By: |
/s/ Christopher J. Pappas |
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Christopher J. Pappas |
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President and Chief Executive Officer |
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