ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Underwriting Agreements
On
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 0.375% per annum, payable
semi-annually in arrears on
The Notes will be redeemable, in whole or in part (subject to certain
limitations described below), at the Company's option at any time, and from time
to time, on or after
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provisions relating to the occurrence of "Events
of Default" (as defined in the Indenture), which include the following: (i)
certain payment defaults on the Notes (which, in the case of a default in the
payment of interest on the Notes, will be subject to a 30-day cure period); (ii)
the Company's failure to send certain notices under the Indenture within
specified periods of time; (iii) the Company's failure to comply with certain
covenants in the Indenture relating to the Company's ability to consolidate with
or merge with or into, or sell, lease or otherwise transfer, in one transaction
or a series of transactions, all or substantially all of the assets of the
Company and its subsidiaries, taken as a whole, to another person; (iv) a
default by the Company in its other obligations or agreements under the
Indenture or the Notes if such default is not cured or waived within 60 days
after notice is given in accordance with the Indenture; (v) certain defaults by
the Company or any of its significant subsidiaries with respect to indebtedness
for borrowed money of at least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.
Repurchase and Conversion Agreements
On
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as ofJune 10, 2021 , betweenThe Cheesecake Factory Incorporated and the representative underwriters named therein, relating to the issuance and sale of common stock. 1.2 Underwriting Agreement, dated as ofJune 10, 2021 , betweenThe Cheesecake Factory Incorporated and the representative of the underwriters named therein, relating to the issuance and sale of 0.375% Convertible Senior Notes due 2026. 4.1 Indenture, dated as ofJune 15, 2021 , betweenThe Cheesecake Factory Incorporated andU.S. Bank National Association , as trustee. 4.2 First Supplemental Indenture, dated as ofJune 15, 2021 , betweenThe Cheesecake Factory Incorporated andU.S. Bank National Association , as trustee. 4.3 Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2). 5.1 Opinion ofLatham & Watkins LLP . 5.2 Opinion ofLatham & Watkins LLP . 10.1 Repurchase Agreement, dated as ofJune 10, 2021 , amongThe Cheesecake Factory Incorporated and RC CAKE 1 LLC, RC CAKE 2 LLC AND RC CAKE 3 LLC. 10.2 Conversion Agreement, dated as ofJune 10, 2021 , betweenThe Cheesecake Factory Incorporated and RC CAKE HOLDINGS LLC. 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 23.2 Consent ofLatham & Watkins LLP (included in Exhibit 5.2). 104.1 Cover page interactive data file (embedded within the inline XBRL document).
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