Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE - CRACKER BARREL OLD COUNTRY STORE, INC | exhibit992.htm |
| EX-99.1 - SECOND AMENDMENT TO CREDIT AGREEMENT, NOVEMBER 6, 2009 - CRACKER BARREL OLD COUNTRY STORE, INC | exhibit991.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): November 6,
2009
CRACKER
BARREL OLD COUNTRY STORE, INC.
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Tennessee
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0-25225
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62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
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Identification
No.)
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305
Hartmann Drive, Lebanon, Tennessee 37087
(615)
444-5533
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
| Item 1.01. | Entry into a Material Definitive Agreement. |
Reference
is made to the Credit Agreement dated as of April 27, 2006 among Cracker Barrel
Old Country Store, Inc. (f/k/a CBRL Group, Inc.) (the "Company"), the Subsidiary
Guarantors named therein, the Lenders party thereto and Wachovia Bank, National
Association, as Administrative Agent and Collateral Agent (the "Credit
Agreement") filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended April 28, 2006, as amended by Amendment No. 1 to
the Credit Agreement dated as of April 24, 2007 (the "First Amendment" and the
Credit Agreement, as amended by the First Amendment, the "Existing Credit
Agreement") filed as Exhibit 10(b) to the Company’s Annual Report on Form 10-K
for the fiscal year ended August 3, 2007.
On
November 6, 2009, the Company and the lenders under the Existing Credit
Agreement entered into a second amendment to the Existing Credit Agreement (the
“Second Amendment”). The Second Amendment extends the availability of
$165 million of the $250 million currently available under the Company's
revolving credit facility from April 2011 to January 2013. The Second
Amendment also extends the maturity of $250 million of its existing $643 million
in term loans by three years to April 2016. The current interest
rates on the term loans are Libor + 150 bps on the non-extended portion and
Libor + 250 bps on the extended portion.
The
foregoing description of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the Second Amendment, which is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
|
Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
Item 1.01
of this Current Report on 8-K is incorporated herein by this
reference. The Second Amendment, while creating no new aggregate
indebtedness for the Company, extends the maturity of approximately $250 million
of the term loans under the Existing Credit Facility for three years to April
2016.
| Item 7.01. | Regulation FD Disclosure. |
On November 6, 2009, the Company issued
the press release, which is furnished as Exhibit 99.2 to this Current Report on
Form 8-K and that is incorporated by reference into this Item, announcing the
execution of the Second Amendment.
| Item 9.01. | Financial Statements and Exhibits. |
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(d)
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Exhibits.
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See
Exhibit Index immediately following signature
page.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Dated: November
9, 2009
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CRACKER
BARREL OLD COUNTRY
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||
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STORE,
INC.
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|||
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By:
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/s/ N.B. Forrest Shoaf | ||
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Name:
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N.B.
Forrest Shoaf
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||
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Title:
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Senior
Vice President, Secretary
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||
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and
Chief Legal Officer
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EXHIBIT
INDEX
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||
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Exhibit
No.
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Description
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99.1
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Second
Amendment to the Credit Agreement, dated as of November 6, 2009, among
Cracker Barrel Old Country Store, the Guarantors identified on the
signature pages hereto, the Lenders party hereto, Wachovia Bank, National
Association, as Administrative Agent, and Wells Fargo Securities, LLC,
Banc of America Securities, LLC and SunTrust Robinson Humphrey, Inc. as
the joint lead arrangers and joint bookrunners
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99.2
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Press
Release issued by Cracker Barrel Old Country Store, Inc. dated November 6,
2009 (furnished only)
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