CBRL says all but $1.074 million LYONs, notes converted ahead of redemption

By Susanna Moon

Chicago, June 5 - CBRL Group, Inc. converted all but $1.074 million of its Liquid Yield Option Notes due 2032 and zero-coupon senior convertible notes due 2032 into stock ahead of the previously announced redemption, according to a press release.

Holders of $1.074 million did not exercise their conversion rate. For those notes, the company deposited with the trustees $512,738, or a redemption price of $477.41 per $1,000 in principal amount.

All remaining notes were converted, except for $20 million in principal amount at maturity that the company had bought in a private transaction.

The redemption and conversion for the LYONs was $46.099 million principal amount at maturity, with $22 million in accreted value. The amount for the convertibles was $375.931 million, with $179.5 million accreted value.

The converted LYONs and convertibles will be settled for $189 million in cash, plus 276,000 shares issues for the old notes and a number of shares for the new notes, which will range from 95,000 shares to 264,000 shares if the share price were to range from $45 to $47. The exact number of shares will be determined using a 10-day averaging period that will end between June 13 and June 15.

The shares issued in settlement with the notes compare with a 4.6 million dilutive share effect that the notes had before redemption and conversion. The company intends to buy back shares issued with the conversion of the notes, along with 821,800 shares previously authorized.

CBRL stock closed at $46.19 on June 4.

On May 1, CBRL said it received tenders on 89% or from holders of $375.931 million principal amount at maturity of the LYONS in the exchange offer in which it issued the new zero coupon convertibles. It then called the notes.

The company will fund the redemption through cash and draws on its existing delayed-draw term loan facility.

The CBRL Group is based in Lebanon, Tenn. and operates Cracker Barrel Old Country Store restaurants.

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