The Cheesecake Factory Incorporated Announces Proposed Offerings of Convertible Senior Notes and Common Stock
June 10 2021 - 7:29AM
Business Wire
The Cheesecake Factory Incorporated (NASDAQ: CAKE) (the
“Company”) today announced its intention to offer, subject to
market and other conditions, $300,000,000 aggregate principal
amount of convertible senior notes due 2026 (the “notes”) and
$175,000,000 of common stock in separate public offerings
registered under the Securities Act of 1933, as amended. The
Company also expects to grant the underwriters of the note offering
a 30-day option to purchase up to an additional $45,000,000
principal amount of notes solely to cover over-allotments and
expects to grant the underwriters of the common stock offering a
30-day option to purchase up to an additional $26,250,000 of common
stock solely to cover over-allotments. The completion of the note
offering will not be contingent on the completion of the common
stock offering, and the completion of the common stock offering
will not be contingent on the completion of the note offering.
The notes will be senior, unsecured obligations of the Company,
will accrue interest payable semi-annually in arrears and will
mature on June 15, 2026, unless earlier repurchased, redeemed or
converted. The Company will settle the conversion value in cash up
to the principal amount being converted and any excess of the
conversion value over the principal amount in cash, shares of
common stock or a combination thereof, at the Company’s election.
The interest rate, initial conversion rate and other terms of the
notes will be determined at the pricing of the note offering.
The Company intends to use the net proceeds from the offerings
to fund the cash consideration of approximately $457.4 million
payable in the preferred stock repurchase and conversion described
below to simplify the capital structure. The Company intends to use
the remaining net proceeds, if any, for general corporate purposes,
including the repayment of debt under the Company’s revolving
credit facility.
The Company has entered into agreements with the holders of its
outstanding Series A convertible preferred stock pursuant to which
the Company will repurchase 150,000 shares of the outstanding
Series A convertible preferred stock for approximately $447.0
million in cash and the holder of the remaining outstanding Series
A convertible preferred stock will convert the remaining 50,000
shares of the outstanding Series A convertible preferred stock into
shares of the Company’s common stock and receive approximately
$10.4 million in cash in connection with such conversion. The
completion of the preferred stock repurchase and conversion will be
subject to customary closing conditions and will be contingent on
the completion of the proposed offerings.
J.P. Morgan, BNP PARIBAS, BofA Securities and Wells Fargo
Securities are acting as joint book-running managers for the
offerings.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities referred to in this
press release, nor will there be any sale of any such securities,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
We have filed a registration statement (including a prospectus)
and preliminary prospectus supplements with the SEC for the
offerings to which this communication relates. Before you invest,
you should read the applicable preliminary prospectus supplement
and the prospectus in that registration statement and other
documents we have filed with the SEC for more complete information
about us and these offerings. You may get these documents free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
we, any underwriter or any dealer participating in the applicable
offering will arrange to send you the applicable preliminary
prospectus supplement and the accompanying prospectus upon request
to: J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at (866) 803-9204.
About The Cheesecake Factory Incorporated
The Cheesecake Factory Incorporated is a leader in experiential
dining. We are culinary forward and relentlessly focused on
hospitality. Delicious, memorable experiences created by passionate
people—this defines who we are and where we are going. We currently
own and operate 300 restaurants throughout the United States and
Canada under brands including The Cheesecake Factory®, North
Italia® and a collection within our Fox Restaurant Concepts
business. Internationally, 28 The Cheesecake Factory® restaurants
operate under licensing agreements. Our bakery division operates
two facilities that produce quality cheesecakes and other baked
products for our restaurants, international licensees and
third-party bakery customers.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the anticipated terms of the notes
being offered, the completion, timing and size of the proposed
offerings, the preferred stock repurchase and conversion and the
intended use of the proceeds from the offerings. Forward-looking
statements represent The Cheesecake Factory’s current expectations
regarding future events and are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements.
Among those risks and uncertainties are market conditions,
including market interest rates, the trading price and volatility
of The Cheesecake Factory’s common stock and risks relating to The
Cheesecake Factory’s business, including those described in
periodic reports that The Cheesecake Factory files from time to
time with the SEC. The Cheesecake Factory may not consummate the
preferred stock repurchase and conversion or the proposed offerings
described in this press release and, if the preferred stock
repurchase and conversion and the proposed offerings are
consummated, cannot provide any assurances regarding the final
terms of the preferred stock repurchase and conversion, the
offerings or the notes or its ability to effectively apply the net
proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and The Cheesecake Factory does not undertake to
update the statements included in this press release for subsequent
developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210610005504/en/
Stacy Feit (818) 871-3000
investorrelations@thecheesecakefactory.com
Cheesecake Factory (NASDAQ:CAKE)
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