FORM 8-K
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): April
27, 2006
CBRL
GROUP, INC.
0-25225
(Commission
File Number)
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Tennessee
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62-1749513
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S. Employer 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:
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
April
27, 2006, CBRL Group, Inc. (the “Company”) entered into a Credit Agreement,
effective as of that date (the “Credit Agreement”), among the Company,
the
Subsidiary Guarantors named therein, the Lenders, the Issuing Bank and Swing
Line Bank named therein, SunTrust Bank, as syndication agent, Bank of America,
N.A. and Keybank National Association as co-documentation agents and Wachovia
Bank, National Association as Administrative Agent and Collateral Agent (the
“Administrative Agent”) that provides for senior
secured facilities in an aggregate principal amount of up to $1.25 billion
(the
“Credit Facilities”). A copy
of
the Credit Agreement is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated by reference as though it were fully set forth
herein.
The
Credit Facilities are comprised of (a) a revolving credit facility in an
aggregate principal amount of up to $250 million (the “Revolving Credit
Facility”), and (b) a term loan facility in an aggregate principal amount of up
to $1 billion , including up to $800 million available to finance a 16,750,000
share repurchase under the Company's recent modified "Dutch" auction tender
offer described below (the “Initial Term Loan”), and up to $200 million of which
will be available to be drawn in either a single drawing or two drawings of
equal principal amounts, in each case until October 27, 2007 (the “Delayed Draw
Term Loan”, together with the Initial Term Loan, the “Term
Facility”).
The
Revolving Credit Facility may be used to provide ongoing working capital and
for
other general corporate purposes of the Company and its subsidiaries. The final
maturity of the Revolving Credit Facility is April 27, 2011 and will be payable
in full at that time.
The
proceeds of the Initial Term Loan will be used to: (a) finance the consummation
of the repurchase of 16,750,000 shares of the Company’s common stock and
pay related fees and expenses, (b) refinance all existing indebtedness of the
Company and its subsidiaries, other than of existing capital leases and the
Company’s 3.0% Zero-Coupon Contingently Convertible Senior Notes (the
“Convertible Notes”) and (c) purchase additional shares of the Company’s
outstanding common stock from time to time. The proceeds of the Delayed Draw
Term Loan may be used to refinance in full the Company’s Convertible Notes and
for other general corporate purposes. The final maturity of the Term Facility
is
April 27, 2013. The Term Facility will amortize in 27 equal quarterly
installments of 0.25% of the original principal amount of the Term Facility
(subject to adjustment for prepayments), with the remaining balance due upon
maturity.
The
interest rate in connection with the Credit Facilities shall be based on the
Base Rate plus the Applicable Percentage (the “Base Rate Advance”), or
Eurodollar Rate plus the Applicable Percentage (the “Eurodollar Rate Advance”).
“Base Rate” means the higher of (a) the prime rate of interest established by
the Administrative Agent and (b) the federal funds rate plus 0.50% per annum.
The “Applicable Percentage” means 0.50% per annum for Base Rate Advances and
1.50% per annum for Eurodollar Rate Advances, subject to adjustment between
0% to 1.75%, depending upon certain financial ratios of the Company. “Eurodollar
Rate” means the rate per annum as the London interbank offered rate for deposits
in US dollars two business days before the first day of any interest period,
as
adjusted for maximum statutory reserves.
Generally, a Base Rate Advance must be in a minimum aggregate amount of
$1,000,000, and a Eurodollar Rate Advance must be in a minimum aggregate amount
of $5,000,000.
The
Credit Agreement also contains customary covenants, including, but not limited
to, restrictions on:
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incurrence
of additional debt
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declarations
of dividends; and
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In
addition, the Credit Agreement requires maintenance of two financial covenants
that are based upon a ratio of the Company’s debt to EBITDA, both as
defined, and a ratio of EBITDA to net cash interest expense, as defined.
These covenants, which are described more fully in the Credit Agreement, to
which reference is made for a complete statement, both as defined, of the
covenants, are subject to certain exceptions and baskets.
The
Credit Facilities are secured by all (whether now owned or hereafter owned)
present and future stock or other membership interests in the present and future
subsidiaries of the Company, subject to certain exceptions.
Item
1.02 Termination
of a Material Definitive Agreement.
On
April
27, 2006, the Company terminated its Revolving Credit Loan Agreement made and
entered into as of February 21, 2003, by and among the Company, the Lenders,
SunTrust Bank, in its capacity as Administrative Agent, Bank of America, N.A.
and Wachovia Bank, in their capacity as Syndication Agents, and Fleet National
Bank, in its capacity as Documentation Agent, which established a $300,000,000
revolving credit facility for the Company (the “2003 Credit Agreement”).
This 2003 Credit Agreement was terminated in connection with the entry into
the
Credit Agreement described in Item 1.01 above.
The
2003
Credit Agreement provided for borrowings to refinance existing indebtedness,
to
finance acquisitions permitted under the terms of the 2003 Credit Agreement,
to
finance working capital needs and for other general corporate purposes of the
Company and its subsidiaries. The rate on borrowings under the 2003 Credit
Agreement generally was the prime rate of SunTrust Bank or LIBOR plus a
specified percentage (which varied from 0.75% to 1.75%, depending upon certain
financial ratios of the Company).
Item
2.03 Creation
of a Direct Financial Obligation.
On
April
27, 2006, the Company entered into the Credit Agreement, the terms and
conditions of which are described in Item 1.01 of this Current Report on Form
8-K, which by this reference is incorporated herein.
Item
7.01 Regulation
FD Disclosure.
On
April
28, 2006, the Company issued a press release announcing the preliminary results
of its modified “Dutch” auction tender offer to purchase up to 16,750,000 shares
of its common stock. The press release, which by this reference is incorporated
herein, was filed as Exhibit 99.A.5.E on Schedule TO-I (Amendment No. 2) (filed
on April 28, 2006).
On
May 2,
2006, the Company issued the press release that is furnished as Exhibit 99.1
to
this Current Report on Form 8-K, which by this reference is incorporated herein,
reporting comparable store sales for the five-week period ending April 28,
2006
for its Cracker Barrel Old Country Store® restaurants.
Item
9.01. Financial
Statements and Exhibits.
(a) Financial
Statements. None
(b) Pro
Forma
Financial Information. None
(c)
Exhibits.
| 10.1 |
Credit Agreement dated as of April 27, 2006
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99.1
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Press
Release issued by CBRL Group, Inc. dated May
2, 2006
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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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CBRL
GROUP, INC. |
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| Date: May
3,
2006 |
By: |
/s/ N.B.
Forrest Shoaf |
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N.B.
Forrest Shoaf |
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Title: Senior
Vice President, Secretary and General
Counsel |