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): December 15,
2006
DENNY’S
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-18051
|
13-3487402
|
|
(State
or other jurisdiction of
|
Commission
File No.
|
(I.R.S.
Employer
|
|
Incorporation
or organization
|
Identification
No.)
|
203
East Main Street
Spartanburg,
South Carolina 29319-0001
(Address
of principal executive offices)
(Zip
Code)
(864)
597-8000
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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))
Item
1.01 Entry into a Material Definitive Agreement
On
December 15, 2006, the operating subsidiaries of Denny's Corporation (the
"Company"), Denny's Inc. and Denny's Realty, LLC, entered into a new senior
secured credit agreement in an aggregate principal amount of $350
million. The
new
credit facility consists of a $50 million revolving credit facility (including
a
$10 million revolving letter of credit facility), a $260 million term loan,
and
an additional $40 million synthetic letter of credit facility. The
revolving facility matures on December 15, 2011. The term loan matures on
March 31, 2012 and amortizes in equal quarterly installments at a rate equal
to
approximately 1% per annum with all remaining amounts due on the maturity date.
The synthetic letter of credit facility matures on or about March 31, 2012.
Banc
of America Securities LLC acted as sole lead arranger and sole bookrunner for
the new credit facility and Bank of America, N.A. will serve as administrative
agent.
The
new
credit facility refinanced the Company’s prior credit facility and
will
be
available for working capital, capital expenditures and other general corporate
purposes. The
new
facility is guaranteed by the Company and its other subsidiaries and is
secured by
substantially all of the assets of the Company and its subsidiaries. In
addition, the new facility
is secured by first-priority mortgages on 140 company-owned real estate assets.
Interest on
loans
under the new revolving facility will be payable, initially, at per annum
rates
equal to LIBOR
plus 250 basis points and adjusting over time based upon the Company's leverage
ratio. Interest
on the new term loan will be payable at per annum rates equal to LIBOR plus
225
basis points. The
Company will be required to make certain mandatory prepayments under certain
circumstances and will have the option to make certain prepayments under
the new
credit facility.
The
new
credit facility includes negative covenants that are usual for facilities
and
transactions of this type and are substantially similar to the prior credit
facility. The new credit facility includes financial covenants that are
substantially similar to the prior credit facility.
The
new
credit facility includes events of default (and related remedies, including
acceleration and increased interest rates following an event of default)
that
are usual for facilities and transactions of this type and are substantially
similar to the prior credit facility.
The
terms
of the new credit facility are set forth in the Amended and Restated
Credit
Agreement dated as of December 15, 2006, among Denny's, Inc., Denny's Realty,
LLC, as Borrowers, the Company, Denny's Holdings, Inc. DFO, LLC, as Guarantors,
the Lenders named therein, Bank of America, N.A., as Administrative Agent
and
Collateral Agent, and Banc of America Securities LLC, as Sole Lead Arranger
and
Sole Bookrunner, and the Amended and Restated Guarantee and Collateral
Agreement
dated as of December 15, 2006, among Denny's, Inc., Denny's Realty, LLC,
the
Company, Denny's Holdings, Inc., DFO, LLC, each other Subsidiary Loan Party
and
Bank of America, N.A., as Collateral Agent.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Item
1.01
of this report is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
99.1 -- Press release issued by Denny's Corporation on December 19,
2006.
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.
| Denny's Corporation | |
| Date: December 20, 2006 | /s/ F. Mark Wolfinger |
| F. Mark Wolfinger | |
| Executive Vice President, | |
| Growth Initiatives and | |
| Chief Financial Officer |