Item 1.01 Entry into a Material Definitive Agreement.
On
The Sixth Amendment:
• confirms that the issuance, conversion, exchange and settlement of the Notes and the concurrent convertible note hedge and warrant transactions will not constitute a prohibited asset disposition, investment, restricted payment or debt repayment, provided that (i) payments in excess of the original principal (or notional) amount of the Notes and (ii) any payments of cash in settlement of the warrant transaction (to the extent settlement of the Notes is permitted by issuance of shares of the Company's common stock) will require pro forma compliance with financial covenants after giving effect to such payment;
• provides that the dividend payment made in
• terminates the existing waivers for the financial covenants;
• terminates the related limitations under the Credit Agreement on the use of the accordion, permitted acquisitions, certain investments, certain restricted payments and capital expenditures;
• terminates the minimum liquidity requirement; and
• reinstates the testing of the financial covenants under the Credit Agreement.
The Sixth Amendment is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated herein by reference. The foregoing description of the Sixth Amendment is qualified in its entirety by reference to such exhibit.
Item 8.01 Other Events.
On
In connection with the pricing of the Notes, the Company entered into privately
negotiated convertible note hedge and warrant transactions with one or more of
the initial purchasers and/or their respective affiliates and/or other financial
institutions. The Company also announced that it expects to repurchase
approximately 233,000 shares of its outstanding common stock with an aggregate
value of approximately
A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements (as defined within the meaning
of the Private Securities Litigation Reform Act of 1995), including, but not
limited to, statements concerning the Company's offering of the Notes, the
completion, timing and size of the proposed offering, the Company's intended use
of proceeds from the offering of the Notes, the issuance of the Notes by the
Company, the anticipated terms of, and the effects of entering into, the
convertible note hedge and warrant transactions, and any other business or
operational matters. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from the
statements made. Important factors that could cause actual results to differ are
described in the filings made from time to time by the Company with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Sixth Amendment to Credit Agreement, datedJune 15, 2021 , by and amongCracker Barrel Old Country Store, Inc. , the Subsidiary Guarantors named therein, the Lenders party thereto, andBank of America, N.A ., as Administrative Agent and Collateral Agent. 99.1 Press release issued byCracker Barrel Old Country Store, Inc. onJune 16, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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