Item
1.01. Entry Into a Material Definitive Agreement.
On
May 1,
2007,
CBRL Group, Inc. (the “Company”) and the Guarantors named therein entered into
an indenture (the “New Note Indenture”) with Regions Bank, as Trustee (the
“Trustee”) with respect to $375,931,000 in principal amount at maturity of Zero
Coupon Senior Convertible Notes due 2032 (the “New Notes”) that were issued in
connection with an offer by the Company (the “Exchange Offer”), which expired on
April 30, 2007, to exchange New Notes plus an exchange fee for the Company’s
Liquid Yield Option Notes due 2032 (Zero Coupon—Senior) (the “Old Notes”). The
purpose of the Exchange Offer was to issue New Notes with a “net share
settlement” feature. Both the Old Notes and the New Notes are convertible into
10.8584 shares of the Company’s $0.01 par value common stock (“Common Stock”)
per $1,000 in principal amount at maturity. The net share settlement feature,
however, allows the Company, upon conversion of a New Note, to satisfy a
portion
of its obligations due upon conversion in cash rather than with the issuance
of
shares of Common Stock. This reduces the share dilution associated with the
conversion of the New Notes.
The
material terms of the New Notes are described in the Exchange Circular dated
March 20, 2007 filed as Exhibit (a)(1)(A) to the Company's Tender Offer
Statement on Schedule TO filed with the Commission on March 20, 2007
and the Supplement to Exchange Circular dated April 17, 2007 filed as Exhibit
(a)(1)(E) to Amendment No. 1 to the Company’s Tender Offer Statement
on Schedule TO filed with the Commission on April 17, 2007. The New Note
Indenture is filed as Exhibit 99.2 to this Current Report on Form 8-K.
As
discussed below, simultaneously with issuing the New Notes, the Company gave
notice that the New Notes would be redeemed on June 4, 2007 at a price of
$477.41 per $1,000 in principal amount at maturity outstanding.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference. On May 1, 2007, pursuant to the New Note
Indenture, the Company executed a global security representing all $375,931,000
in New Notes outstanding. The form of global security is filed as Exhibit
A-1 to
the New Note Indenture, which is filed as Exhibit 99.2 to this Current Report
on
Form 8-K.
Item
2.04. Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
On
April
25, 2007, the Company notified the trustee of the Old Notes to send to all
holders of Old Notes notice that the Old Notes will be redeemed on June 4,
2007
(the “Redemption Date”). The trustee of the Old Notes was instructed to send the
redemption notice not later than May 4, 2007. As a result of the notice to
holders of Old Notes, the
Old
Notes
will become due and payable on the Redemption Date. This was reported under
Item
2.04 of a Current Report on Form 8-K filed with the Commission on April
25,
2007.
On
May 1,
2007, the Company notified the Trustee of the New Notes to send to all holders
of New Notes notice that the New Notes also will be redeemed on the Redemption
Date. The Trustee was instructed to send the redemption notice not later
than
May 4, 2007. As a result of the notice to holders of New Notes, the New Notes
also will become due and payable on the Redemption Date.
As
of
today, there is an aggregate of $422,030,000 in principal amount at maturity
of
Old Notes and New Notes outstanding, consisting of $375,931,000 of New Notes
and
$46,099,000 of Old Notes. The aggregate redemption price (based upon a price
of
$477.41 per $1,000 in principal amount at maturity) is approximately $201
million, assuming that no holders of either Old Notes or New Notes convert
their
notes into Common Stock. At any time up to two business days prior to the
Redemption Date, holders of Old Notes and New Notes can convert either Old
Notes
or New Notes, as the case may be. The conversion rate applicable to both
the Old
Notes and the New Notes is 10.8584 shares of Common Stock per $1,000 in
principal amount at maturity; however, in the case of the New Notes, the
Company
will settle its conversion obligations with a combination of cash and shares
of
Common Stock, if any, in lieu of only shares. Common Stock will be issued
upon
conversion of the New Notes only to the extent that the conversion value
exceeds
the accreted principal amount of the New Notes. The conversion value generally
will exceed the accreted principal amount of the notes if the Common Stock
trades at a price in excess of $43.97 per share.
The
Company will pay the redemption price of the Old Notes and the New Notes
through
a draw on its existing delayed-draw term loan facility and cash on
hand.
Item
3.02. Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01, Item 2.03 and Item 2.04 of this Current
Report on Form 8-K is incorporated herein by reference. On May 1, 2007, the
Company issued $375,931,000 in principal amount at maturity of New Notes.
The
New Notes were issued, along with an exchange fee of $1.20 per $1,000 in
principal amount at maturity of Old Notes exchanged, in exchange for the
Old
Notes. The New Notes were issued pursuant to the exemption set forth in Section
3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) in that
securities (the New Notes) were exchanged by the Company with its existing
security holders (holders of Old Notes) exclusively with no commission or
other
remuneration being paid or given directly or indirectly for soliciting the
exchange. The exchange fee is allowed by Rule 150 promulgated under the
Securities Act.
Item
7.01. Regulation FD Disclosure.
On
May 1,
2007, the Company issued a press release, which is incorporated herein as
Exhibit 99.3, announcing, as described in Item 2.04 above, that it had completed
the Exchange Offer and that it had instructed the Trustee of the New Notes
to
notify the holders of New Notes that the New Notes will be redeemed on June
4,
2007
On
May 1,
2007, the Company issued a second press release, which is furnished hereto
as
Exhibit 99.4 and incorporated by reference as if fully set forth herein,
announcing the comparable store sales for its Cracker Barrel Old Country
Store®
restaurants and gift shops for the four-week period ending Friday, April
27,
2007.
Item
8.01. Other Events.
On
April
26, 2007, the Company entered into an amendment (the “Amendment”) to its April
27, 2006 Credit Agreement (the “Credit Agreement”) among the Company, the
Subsidiary Guarantors named therein, the Lenders party thereto and Wachovia
Bank, National Association, as Administrative Agent and Collateral Agent.
The
Amendment allows the Company to use the proceeds of the $200 million delayed
draw facility provided by the Credit Agreement not only for repurchase the
Old
Notes, but also for the New Notes issued in exchange for the Old Notes, together
with any shares of Common Stock that might be issued upon conversion of either
the Old Notes or the New Notes. The Amendment is incorporated by reference as
Exhibit 99.1 to this Current Report on Form 8-K.