Item 8.01 Other Events.
Convertible Senior Notes Offering
On
In connection with the pricing of the Notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions (the "hedge counterparties"). These transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the aggregate number of shares of the Company's common stock that will initially underlie the notes, and are expected generally to reduce or offset the potential dilution to the Company's s common stock, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the notes. The Company also expects to enter into separate, privately-negotiated warrant transactions with the hedge counterparties relating to the same number of shares of the Company's common stock, subject to customary anti-dilution adjustments, pursuant to which the Company will sell warrants to the hedge counterparties.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security.
Amendment to Credit Agreement
Effective and contingent upon the pricing of the Notes and concurrently with the
entry into the purchase agreement for the Notes and the related convertible note
hedge and warrant transactions described above, the Company will enter into a
Sixth Amendment (the "Sixth Amendment") to the Credit Agreement dated as of
Effective and contingent upon the pricing of the Notes and concurrently with the entry into the purchase agreement for the Notes and the related convertible note hedge and warrant transactions described above, the Sixth Amendment will:
• confirm 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;
• provide that the dividend payment made in
usage of the basket for dividends and repurchases made in the fiscal year endingJuly 30, 2021 ;
• terminate the existing waivers for the financial covenants;
• terminate the related limitations under the Credit Agreement on of the use of
the accordion, permitted acquisitions, certain investments, certain restricted payments and capital expenditures;
• terminate the minimum liquidity requirement; and
• reinstate the testing of the financial covenants under the Credit Agreement.
Share Repurchase
Concurrently with the pricing of the Notes and contingent upon the effectiveness
of the Sixth Amendment, the Board of Directors of the Company authorized the
Company to repurchase up to
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 intention of the Company to offer the
Notes, the Company's expectation of the aggregate principal amount of the Notes
to be sold, the Company's intended use of proceeds from the offering of the
Notes, the issuance of the Notes by the Company, the Company's entry into the
convertible note hedge and warrant transactions, the effectiveness of the Sixth
Amendment, the Company's share repurchase activities 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 99.1 Press release issued byCracker Barrel Old Country Store, Inc. onJune 14, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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