Delaware
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1-15935
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59-3061413
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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Item 1.01
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Entry
into a Material Definitive Agreement
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Since
1999, the Company has held an equity interest of 22.5% in Kentucky
Speedway (“Speedway”), an unconsolidated affiliate, for which we guarantee
a portion of outstanding debt and operate catering and concession
facilities. On June 30, 2006, Speedway modified terms and conditions
on
its debt, including: (i) lowering its interest rate to LIBOR
plus 75 basis
points, (ii) removing a liquidity coverage requirement, (iii)
reducing a
fixed charge coverage ratio from 1.1-to-1.0 to 1.0-to-1.0, (iv)
delaying
redemption payments for 2006, 2007 and 2008 and (v) revising
a put feature
allowing the lenders to require full payment of the debt from
Speedway on
or after June 1, 2011. In connection with these modifications,
on June 30,
2006, OSI Restaurant Partners, Inc. and the other equity owners
of
Speedway entered into an Amended and Restated Limited Guarantee
(the
“Agreement”), which amends and restates the previous Limited Guarantee
dated as of October 2, 2000. Under the terms of the Agreement,
we
increased our guarantee on $68,000,000 in bonds (the “Bonds”) issued by
Speedway from $9,445,000 to $17,585,000.
Payments
on the Bonds began in December 2003 and will continue according
to the
redemption schedule with final maturity in December 2022. Our
guarantee
will proportionally decrease as payments are made on the Bonds.
The Bonds
have a put feature that allows the lenders to require full payment
of the
Bonds as of or after June 1, 2011. Additionally, as part of the
Agreement,
we and the other equity owners are obligated to contribute, either
as
equity or subordinated debt, any amounts necessary to maintain
Speedway’s
defined fixed charge coverage ratio. We are obligated to contribute
27.78%
of such amounts. Speedway has not yet reached its operating break-even
point. Since our initial investment, we have made working capital
contributions and loans to this affiliate in payments totaling
$4,436,000.
Each
guarantor has unconditionally guaranteed Speedway’s obligations under the
Bonds not to exceed its respective maximum guaranteed amount.
If an event
of default occurs (as defined by the Agreement) or if the lenders
exercise
the put feature, the total outstanding balance on the Bonds,
including any
accrued interest, is immediately due from Speedway and each guarantor
would be obligated to make payment under its guaranty up to its
maximum
guaranteed amount.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
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Arrangement of a Registrant | ||
The
information described above under Item 1.01 is hereby incorporated
herein
by reference.
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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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OSI
RESTAURANT PARTNERS, INC.
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(Registrant)
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Date: July
7, 2006
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By:
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/s/
Dirk A. Montgomery
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Dirk
A. Montgomery
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Chief
Financial Officer
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