CRACKER BARREL OLD COUNTRY STORE, INC (CBRL): debt financing — Cracker Barrel enters $550M revolver, $250M DDTL; amends bylaws with proxy access and contested election rules

CRACKER BARREL OLD COUNTRY STORE, INC

New credit facility: $550M revolver (down from $700M) plus $250M delayed draw term loan; matures May 2030 or earlier if 2021 convertible notes remain outstanding.
Financial covenants: total leverage ≤4.00x, interest coverage ≥4.00x; dividend/repurchase capped at $100M/year when DDTL outstanding.
Bylaw amendments: majority vote in uncontested elections, proxy access for 3% holders for 3 years, ineligibility for directors with <20% votes.
Reimbursement provision: $5M cost shift for repeated failed contested nominations; Board cites six contests since 2011 by same shareholder.
2021 Convertible Notes ($300M, 0.625% due 2026) trigger March 2026; company must have $125M cash availability to extend revolver maturity.

item 1.01 item 1.02 item 2.03 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

CRACKER BARREL OLD COUNTRY STORE, INC incurred revolving credit of $550.0 million with Bank of America, N.A. at Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu maturing May 16, 2030.

Instrument: revolving credit
Principal: $550.0 million
Counterparty: Bank of America, N.A.
Rate: Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu
Maturity: May 16, 2030
Event: incurrence

Exact text from the filing

The New Credit Facility reduces the Prior Revolving Facility to a maximum principal amount of $550.0 million (the "New Revolving Facility")

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

CRACKER BARREL OLD COUNTRY STORE, INC incurred term loan of $250.0 million with Bank of America, N.A. at Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu maturing The earlier of (i) May 16, 2030, and (ii) if the Convertible Notes remain outstanding on March 16, 2026, then on such date.

Instrument: term loan
Principal: $250.0 million
Counterparty: Bank of America, N.A.
Rate: Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu
Maturity: The earlier of (i) May 16, 2030, and (ii) if the Convertible Notes remain outstanding on March 16, 2026, then on such date
Event: incurrence

Exact text from the filing

The New Credit Facility provides for a new delayed draw term loan facility (the "DDTL") in the maximum principal amount of $250.0 million

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CRACKER BARREL OLD COUNTRY STORE, INC: Board adopted Third Amended and Restated Bylaws, including majority vote standard for uncontested director elections, proxy access provision, ineligibility provision, reimbursement provision, and proxy card color requirement (effective 2025-05-16).

Change: bylaw amendment
Effective: 2025-05-16

Exact text from the filing

On May 16, 2025, the Board of Directors (the “Board”) of Cracker Barrel Old Country Store, Inc. (the “Company”) approved and adopted the amendment and restatement of the Company’s Second Amended and Restated Bylaws, effective immediately.

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Source: SEC EDGAR

accession 0001104659-25-050085

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