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Lee Roach on X

Monroe $MNRO is selling off on a weak Q2, down around 9% premarket. I think most of the market is reading the headline and missing what's buried in the new credit agreement. The Oct 23 refinancing with Ares ($250M term loan + $125M revolver, EX-10.23) runs well over 100 pages. Deep in the definitions is a "Permitted Change of Control" clause, and it's very specific: - One sale to a private-equity sponsor can happen without triggering a default - It must happen by Oct 23, 2027, a 12-month window - The sponsor needs $1.5B+ AUM, can't be on a disqualified-firm list that Ares and Monro pre-agreed, and must be in an approved jurisdiction - Pro forma lease-adjusted leverage must be 5.50x or less - Sponsor equity must be at least equal to all funded debt, including finance leases - Lenders get a 0.50% fee, and the sponsor can add back up to $2M/yr of management fees Lenders don't negotiate a provision this detailed (a named AUM floor, a pre-agreed blacklist, a fixed window) for a scenario nobody is considering. Meanwhile the board's strategic review, which includes a possible sale, has been open since May. None of this means a deal is coming. No transaction has been announced, and the same agreement also restricts the dividend and adds real interest cost. But headline-driven selling is pricing Monro as a standalone story. The credit agreement says the lenders are planning for a sale to PE and that deal is close.

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