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CRACKER BARREL ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES DUE 2030
Prnewswireยท 2025-06-09 20:06
Core Viewpoint - Cracker Barrel Old Country Store, Inc. plans to offer $275 million in convertible senior notes due 2030, with an option for initial purchasers to buy an additional $41.25 million, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semi-annually starting March 15, 2026, and maturing on September 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with conversions settled in cash and/or shares of common stock at the company's discretion [2]. - The notes are redeemable at the company's option starting September 15, 2028, if specific stock price conditions are met [2]. Group 2: Use of Proceeds - A portion of the net proceeds will be used for capped call transactions, with remaining funds allocated for general corporate purposes, including the repayment of existing debt [3]. Group 3: Capped Call Transactions - Cracker Barrel will enter into capped call transactions to mitigate potential dilution from note conversions, with additional transactions expected if the option to purchase more notes is exercised [4]. - The initial hedging activities related to these transactions may influence the market price of Cracker Barrel's common stock [5]. Group 4: Existing Debt Management - The company may unwind existing convertible note hedge and warrant transactions if it repurchases any of its 2026 convertible notes with proceeds from the new offering [6][7].