Chipotle Mexican Grill, Inc. Enters into A New Senior, Unsecured Revolving Credit Agreement

Published: 2025-06-27 09:05:31 ET CMG

Published on 06/27/2025 at 09:05

On June 24, 2025, Chipotle Mexican Grill, Inc. entered into a new senior, unsecured Revolving Credit Agreement (the ?New Credit Agreement?) among Chipotle, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The New Credit Agreement provides for a $500 million revolving credit facility (the ?New Revolving Facility?), including a letter of credit sub-facility of up to $20 million. The New Revolving Facility will mature on June 24, 2030, and is guaranteed by certain of Chipotle?s domestic subsidiaries.

Borrowings under the New Revolving Facility will bear interest at a rate per annum equal to, at Chipotle?s election, either an annual rate equal to the Term SOFR Rate (as defined in the New Credit Agreement) plus a spread of 1.125% to 1.875% based on Chipotle?s total leverage ratio, or an annual rate equal to the Alternate Base Rate (as defined in the New Credit Agreement) plus a spread of 0.125% to 0.875% based on Chipotle?s total leverage ratio. Chipotle will be required to pay a commitment fee on the undrawn amounts under the New Revolving Facility at a rate per annum ranging from 0.115% to 0.250% based on Chipotle?s total leverage ratio. The New Credit Agreement contains customary representations, warranties and covenants, including financial covenants that require Chipotle to maintain compliance with a maximum total leverage ratio, as of the last day of each fiscal quarter (on a trailing four-quarter basis), of 3.00x and a minimum consolidated fixed charge coverage ratio, as of the last day of each fiscal quarter (on a trailing four-quarter basis), of 1.50x, each as determined in accordance with the New Credit Agreement.

In addition, the New Credit Agreement includes covenants that limit Chipotle?s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: create liens on its property, incur debt at the subsidiary level, make certain restricted payments, including dividends, and merge with other companies. The New Credit Agreement also contains customary events of default, the occurrence of which could result in the termination of the lenders? commitments under the New Credit Agreement and/or an acceleration of repayment of any obligations outstanding thereunder.

Certain of the lenders under the New Credit Agreement and/or their affiliates have provided, and/or may in the future provide, commercial banking, financial and/or advisory services to Chipotle and its subsidiaries for which they have received, and/or in the future may receive, customary fees and expenses. On June 24, 2025, in connection with the entry into of the New Credit Agreement, Chipotle terminated its senior, unsecured Revolving Credit Agreement dated as of April 13, 2021, as amended (the ?Prior Credit Agreement?), among Chipotle, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Prior Credit Agreement provided for a $500 million revolving credit facility that was due to expire on April 13, 2026.

Chipotle did not have any borrowings outstanding under the Prior Credit Agreement at the time of the termination of the Prior Credit Agreement, and Chipotle did not incur any early termination penalties in connection with the termination of the Prior Credit Agreement.