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.

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