2025-06-11
CRACKER BARREL ANNOUNCES UPSIZING AND PRICING OF $300 MILLION PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES DUE 2030
LEBANON, Tenn., June 10, 2025 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (NASDAQ:CBRL), today announced the upsizing and pricing of its offering of $300.0 million aggregate principal amount of 1.75% convertible senior notes due 2030 (the "notes") in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of the notes to be issued in the offering was increased to $300.0 million from the previously announced $275.0 million. Cracker Barrel also granted the initial purchasers of the notes an option to purchase, for delivery within a period of 13 days from, and including, the date the notes are first issued, up to an additional $45.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on or about June 13, 2025, subject to customary closing conditions.The notes will be senior, unsecured obligations of Cracker Barrel and will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The notes will mature on September 15, 2030, unless earlier converted, repurchased or redeemed. Before March 15, 2030, the notes will be convertible by the noteholders only under certain circumstances and during certain periods, and irrespective of those circumstances, will be convertible by the noteholders on or after March 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate will be 13.8455 shares of Cracker Barrel's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $72.23 per share of Cracker Barrel's common stock, which represents a premium of approximately 32.5% over the last reported sale of $54.51 per share of Cracker Barrel's common stock on June 10, 2025). The conversion rate is subject to adjustment upon the occurrence of certain events. Cracker Barrel will settle conversions by paying or delivering, as applicable, cash and, if applicable, shares of its common stock at Cracker Barrel's election, based upon the then-applicable conversion rate.The notes will also be redeemable, in whole or in part, for cash at Cracker Barrel's option at any time on or after September 15, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cracker Barrel's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.If a "fundamental change" (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Cracker Barrel to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.Cracker Barrel estimates that the net proceeds from the offering will be approximately $290.1 million (or approximately $333.9 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and Cracker Barrel's estimated offering expenses. Cracker Barrel intends to use approximately $14.3 million (or approximately $16.5 million if the initial purchasers fully exercise their option to purchase additional notes) of the net proceeds from this offering to pay the cost of entering into the capped call transactions described below. In addition, Cracker Barrel intends to use approximately $145.9 million of the net proceeds to repurchase $150.0 million aggregate principal amount of its outstanding 0.625% convertible senior notes due 2026 (the "2026 convertible notes") (the "2026 convertible notes") concurrently with the offering of the notes in separate, privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Cracker Barrel's agent. Cracker Barrel intends to use any remaining net proceeds for general corporate purposes, which may include the redemption or repayment of any of Cracker Barrel's existing outstanding indebtedness, including indebtedness outstanding under its revolving credit facility.In connection with the pricing of the notes, Cracker Barrel entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions (the "option counterparties"). The capped call transactions are generally intended to reduce or offset potential dilution to Cracker Barrel's common stock upon any ...Full story available on Benzinga.com