CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Entry into a Material Definitive Agreement

CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on October3, 2016, Cabelas Incorporated,
a Delaware corporation (the Company), entered into (a)an
Agreement and Plan of Merger (the Merger Agreement), by and among
the Company, Bass Pro Group, LLC, a Delaware limited liability
company (Parent), and Prairie Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (Sub), which
provides for Sub to merge with and into the Company, causing the
Company to become a wholly owned subsidiary of Parent (the
Merger), and (b)a Sale and Purchase Agreement (the Original Bank
Purchase Agreement), by and among the Company, Worlds Foremost
Bank, a Nebraska banking corporation and a wholly owned
subsidiary of the Company (WFB), and Capital One, National
Association, a national banking association (CONA), which
provided for, in connection with the closing of the Merger, CONA
to purchase substantially all of the business of WFB, which
includes the credit card program operated by the Company, using
WFB as the issuer of the Cabelas CLUB credit card. On April17,
2017, the Company entered into certain agreements to amend and
restate the Original Bank Purchase Agreement and amend the Merger
Agreement, as described below.

Bank Framework and Asset Purchase Agreements. On
April17, 2017, the Company entered into (i)a Framework Agreement,
dated as of April17, 2017 (the Bank Framework Agreement), by and
among the Company, WFB, Synovus Bank, a Georgia state member bank
(Synovus), Capital One Bank (USA), National Association, a
national banking association and an affiliate of CONA (Capital
One), and, solely for the purposes set forth therein, CONA,
(ii)an Asset and Deposit Purchase Agreement, dated as of April17,
2017 (the Synovus Bank Asset Purchase Agreement), by and among
the Company, WFB and Synovus and (iii)an Asset Purchase
Agreement, dated as of April17, 2017 (the Capital One Bank Asset
Purchase Agreement and, together with the Synovus Bank Asset
Purchase Agreement, the Bank Asset Purchase Agreements and,
together with the Synovus Bank Asset Purchase Agreement and the
Bank Framework Agreement, the Amended Bank Sale Agreements), by
and among the Company, WFB and Capital One, which amend and
restate the Original Bank Purchase Agreement and continue to
provide for the sale of substantially all of the business of WFB
in connection with the closing of the Merger.

to the Amended Bank Sale Agreements and an Asset Purchase
Agreement entered into between Synovus and Capital One on the
same date, by way of three transactions, (1)Synovus has agreed to
acquire assets and assume liabilities of WFB, which collectively
constitute substantially all of the business of WFB, (2)Capital
One has agreed to acquire certain other assets and assume certain
other liabilities of WFB and (3)immediately following the
transaction referred to in the foregoing clause (1), Synovus has
agreed to sell and assign to Capital One, and Capital One has
agreed to acquire and assume, certain of such assets and
liabilities acquired and assumed by Synovus from WFB, such that
Synovus retains all deposits of WFB and certain other assets and
liabilities relating to deposits of WFB and Capital One acquires
the assets and liabilities relating to the Cabelas CLUB
co-branded credit card accounts and equity interests in certain
securitization funding vehicles.

The closing of the transactions contemplated by the Amended Bank
Sale Agreements is subject to Synovus filing required notices
with and obtaining required approvals and consents (and the
expiration or termination of any applicable waiting period and
any extension thereof related thereto) from the Board of
Governors of the Federal Reserve and the Company and WFB filing
required notices with the Nebraska Department of Banking and
Finance.

The closing of the transactions contemplated by the Amended Bank
Sale Agreements is additionally subject to the satisfaction or
waiver of certain other specified conditions, including: (A)the
absence of any order prohibiting or making illegal the closing of
the transactions; (B)the continued effectiveness of the Credit
Card Program Agreement, dated as of October3, 2016 and as amended
(the Bank Program Agreement), by and among the Company, CONA and
Capital One; (C)the satisfaction or waiver of certain conditions
set forth in the Merger Agreement; (D)in the cases of Capital One
and Synovus, as applicable, the absence of a Materially
Burdensome Condition and a Synovus Burdensome Condition (as
defined in the Bank Framework Agreement) on the receipt of
required approvals, including regulatory approvals; (E)the
receipt of written notice from each of SP Global Ratings, Fitch
Ratings, Inc. and DBRS, Inc. that the transactions contemplated
by the Amended Bank Sale Agreements and related transaction
documents will not result in a reduction or withdrawal of its
then-existing rating with respect to any outstanding series or
class of asset-backed notes with respect to which it is a rating
agency; (F)the termination of each outstanding series of variable
funding notes issued by Cabelas Credit Card Master Note Trust;
(G)the receipt of legal and tax opinions and other customary
documentation required in connection with the transfer of certain
securitization vehicles and related securitization obligations;
and (H)certain other customary closing conditions.

to the terms and conditions of the Bank Framework Agreement, in
the event that the Bank Framework Agreement is terminated under
certain circumstances in which a Company Termination Fee (as
defined in the Merger Agreement) is payable by the Company to
Parent under the Merger Agreement, Capital One will be entitled
to receive from the Company a termination fee equal to $14
million. In the event that the Bank Framework Agreement is
terminated after the Company and Parent mutually agree to
terminate the Merger Agreement and, in connection with such
termination, Parent receives any payment or fee from the Company,
Capital One will be entitled to receive from the Company a
termination fee equal to 10%of the aggregate payment or fee
received by Parent from the Company. In the event that the Bank
Framework Agreement is terminated under certain other
circumstances, Synovus will be entitled to receive from Capital
One a termination fee of up to $10 million plus reimbursement for
certain expenses and in certain circumstances the Company will be
obligated to reimburse Capital One for up to $10 million of such
termination fee and reimbursement of expenses.

The foregoing description of the Bank Framework Agreement, the
Synovus Bank Asset Purchase Agreement and the Capital One Bank
Asset Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Bank Framework Agreement, the Synovus Bank Asset Purchase
Agreement and the Capital One Bank Asset Purchase Agreement,
which are filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.

Amendment to Merger Agreement. Also on April17, 2017, in
connection with the entry into the Amended Bank Sale Agreements,
the Company entered into an Amendment to the Agreement and Plan
of Merger, dated as of April17, 2017 (the Merger Agreement
Amendment), by and among the Company, Parent and Sub. The Merger
Agreement Amendment provides for, among other things, a reduction
in the merger consideration to be paid by Parent in the Merger.
to the Merger Agreement, as amended by the Merger Agreement
Amendment, each share of ClassA common stock, par value $0.01 per
share, of the Company (Company Common Stock) issued and
outstanding immediately prior to the effective time of the Merger
will be cancelled and automatically converted into the right to
receive $61.50 in cash, without interest thereon, other than
(a)shares that are held in the treasury of the Company or owned
of record by any subsidiary of the Company, (b)shares owned of
record by Parent or Sub or any of their respective subsidiaries
and (c)shares held by stockholders who have not voted in favor of
or consented to the adoption of the Merger Agreement, as amended
by the Merger Agreement Amendment, and who have properly demanded
appraisal of such shares and complied in all respects with all
the provisions of the Delaware General Corporation Law, as
amended, concerning the right of holders of shares to require
appraisal. However, under the terms of the Merger Agreement
Amendment: (i)in the event that the Bank Framework Agreement is
validly terminated in accordance with its terms and the Original
Bank Purchase Agreement is automatically deemed to be re-executed
in its original form to the terms thereof, then such merger
consideration to be paid by Parent in the Merger will revert to
$62.50 in cash, without interest thereon, for each such share of
Company Common Stock; and (ii)in the event that the Bank
Framework Agreement is validly terminated in accordance with its
terms such that none of the Original Bank Purchase Agreement, the
Bank Framework Agreement and the Bank Program Agreement remains
in effect to the terms thereof, then either, at the Companys
election, (1)such merger consideration to be paid by Parent in
the Merger will revert to $65.50 in cash, without interest
thereon, for each such share of Company Common Stock and the
Company will generally be restricted from entering into an
alternative transaction with respect to the business of WFB on
terms that are materially less favorable than those of the
Original Bank Purchase Agreement and the Bank Program Agreement,
in its original form without giving effect to any amendments
thereto, without Parents prior written consent or (2)such merger
consideration to be paid by Parent in the Merger will revert to
$62.50 in cash, without interest thereon, for each such share of
Company Common Stock and the Company will generally be restricted
from entering into an alternative transaction with respect to the
business of WFB on terms that are materially less favorable than
those of the Original Bank Purchase Agreement and the Bank
Program Agreement, as amended by the Bank Program Agreement
Amendment, without Parents prior written consent.

to the terms of the Merger Agreement, as amended by the Merger
Agreement Amendment, the closing of the Merger remains subject to
the satisfaction or waiver of the conditions set forth therein,
including (A)the closing of the purchase and sale of
substantially all of the business of WFB to the Bank Framework
Agreement (or an alternative agreement entered into in accordance
with the terms of the Merger Agreement, as amended by the Merger
Agreement Amendment), (B)the adoption of the Merger Agreement and
the approval of the transactions contemplated thereby by the
stockholders of the Company, (C)the expiration or termination of
any applicable waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended, (D)the absence of any order by any governmental entity
rendering the Merger illegal or prohibiting, enjoining or
otherwise preventing the Merger and (E)certain other customary
closing conditions. See Item8.01 of this Current Report on Form
8-K below and the Companys Current Reports on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on October7,
2016 and December30, 2016 for descriptions of and other
information regarding the conditions to the closing of the
Merger.

Other than as expressly modified to the Merger Agreement
Amendment, the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed with
the SEC on October7, 2016, remains in full force and effect. The
foregoing description of the Merger Agreement Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement Amendment,
which is filed as Exhibit 2.4 to this Current Report on Form 8-K
and incorporated herein by reference.

The Merger Agreement, as amended by the Merger Agreement
Amendment, and the Bank Asset Purchase Agreements (collectively,
the Transaction Agreements) and the foregoing descriptions of the
Transaction Agreements have been included in this and prior
filings by the Company to provide investors with information
regarding the terms of the Transaction Agreements and are not
intended to provide any other factual information about the
parties to the Transaction Agreements or their respective
subsidiaries or affiliates. The representations and warranties
contained in each of the Transaction Agreements were made only
for purposes of the respective Transaction Agreements and as of
specific dates and are solely for the benefit of the respective
parties to the Transaction Agreements. In addition, certain
representations and warranties were used for the purpose of
allocating risk between the parties to the Transaction
Agreements, rather than establishing matters of fact. The
representations and warranties may also be subject to a
contractual standard of materiality different from those
generally applicable to stockholders and reports and documents
filed with the SEC, and in some cases were qualified by
disclosures that were made by each party to the others, which
disclosures are not reflected in the Transaction Agreements.

Item8.01. Other Events.

Amendment to Bank Program Agreement. Also on April17,
2017, in connection with the entry into the Merger Agreement
Amendment and the Bank Asset Purchase Agreements, the Company
entered into Amendments No.1 and No.2 to the Credit Card Program
Agreement, dated as of April17, 2017 (the Bank Program Agreement
Amendment), by and among the Company, CONA and Capital One, as
applicable. The Bank Program Agreement, as amended by the Bank
Program Agreement Amendment, specifies the obligations of the
Company and Capital One regarding the establishment and operation
of the Cabelas CLUB co-branded credit card program to be
effective upon the closing of the transactions described in the
Bank Asset Purchase Agreements.

Timing Agreement. Parent has informed the Company that,
on April17, 2017, Parent with the consent of the Company entered
into a timing agreement with the United States Federal Trade
Commission (the FTC), to which Parent has agreed, among other
things, not to complete the Merger until at least 75 days after
both the Company and Parent certified substantial compliance with
the FTCs request for additional information and documentary
material relating to the Merger issued on December29, 2016,
unless the FTC notifies the Company and Parent that it has closed
its review sooner. The Company so certified substantial
compliance on April3, 2017 and Parent so certified substantial
compliance on April14, 2017. The Company and Parent are
continuing to work closely and cooperatively with the FTC in its
review of the proposed Merger.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the
solicitation of an offer to buy the securities of the Company or
the solicitation of any vote or approval. This communication is
being made in respect of the proposed merger involving the
Company, Parent and a wholly-owned subsidiary of Parent, among
other things. The proposed merger of the Company will be
submitted to the stockholders of the Company for their
consideration. In connection therewith, the Company intends to
file relevant materials with the SEC, including a definitive
proxy statement. However, such documents are not currently
available. The definitive proxy statement regarding the proposed
merger will be made available to the stockholders of the Company.
BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT

INFORMATION. Investors and security holders may obtain free
copies of the definitive proxy statement regarding the proposed
merger, any amendments or supplements thereto and other documents
containing important information about the Company, once such
documents are filed with the SEC, through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the
SEC by the Company will be available free of charge on the
Companys website at www.cabelas.com under the heading SEC Filings
in the Investor Relations portion of the Companys website.
Stockholders of the Company may also obtain a free copy of the
definitive proxy statement regarding the proposed merger and any
filings with the SEC that are incorporated by reference in such
definitive proxy statement by contacting the Companys Investor
Relations Department at (308)255-7428.

Participants in the Solicitation

The Company and its directors, executive officers and certain
other members of management and employees may be deemed to be
participants in the solicitation of proxies in connection with
the proposed merger. Information about the directors and
executive officers of the Company is set forth in its definitive
proxy statement for its 2016 Annual Meeting of Stockholders,
which was filed with the SEC on November17, 2016, and in
subsequent documents filed with the SEC, each of which can be
obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
of the stockholders of the Company and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the definitive proxy statement regarding the
proposed merger and other relevant materials to be filed with the
SEC when they become available.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

2.1 Framework Agreement, dated as of April 17, 2017, by and among
Cabelas Incorporated, Worlds Foremost Bank, Synovus Bank,
Capital One Bank (USA), National Association and, solely for
purposes of the recitals thereto and Section 5.18, Section
8.2 and Article IX thereof, Capital One, National
Association.*
2.2 Asset and Deposit Purchase Agreement, dated as of April 17,
2017, by and among Cabelas Incorporated, Worlds Foremost Bank
and Synovus Bank.
2.3 Asset Purchase Agreement, dated as of April 17, 2017, by and
among Cabelas Incorporated, Worlds Foremost Bank and Capital
One Bank (USA), National Association.
2.4 Amendment to the Agreement and Plan of Merger, dated as of
April 17, 2017, by and among Cabelas Incorporated, Bass Pro
Group, LLC and Prairie Merger Sub, Inc.
* Schedules have been omitted to Item601(b)(2) of Regulation
S-K under the Securities Act of 1933, as amended. A copy of
any omitted schedule will be furnished supplementally to the
Securities and Exchange Commission upon request.

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.

CABELAS INCORPORATED

April 18, 2017

By:

/s/ Ralph W. Castner

Name: Ralph W. Castner
Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number

Description

2.1 Framework Agreement, dated as of April 17, 2017, by and among
Cabelas Incorporated, Worlds Foremost Bank, Synovus Bank,
Capital One Bank (USA), National Association and, solely for
purposes of the recitals thereto and Section 5.18, Section
8.2 and Article IX thereof, Capital One, National
Association.*
2.2 Asset and Deposit Purchase Agreement, dated as of April 17,
2017, by and among Cabelas Incorporated, Worlds Foremost Bank
and Synovus Bank.
2.3 Asset Purchase Agreement, dated as of April 17, 2017, by and
among Cabelas Incorporated, Worlds Foremost Bank and Capital
One Bank (USA), National Association.
2.4 Amendment to the Agreement and Plan of Merger, dated as of
April 17, 2017, by and among Cabelas Incorporated, Bass Pro
Group, LLC and Prairie Merger Sub, Inc.
* Schedules have been omitted


About CABELA’S INCORPORATED (NYSE:CAB)

Cabela’s Incorporated is an omni-channel retailer of hunting, fishing, camping, shooting sports and related outdoor merchandise. The Company offers its customers a selection of national and regional brand products, including its Cabela’s brand. The Company’s segments include Merchandising and Financial Services. The Merchandising segment sells products and services through the Company’s retail stores, its e-commerce Websites (Cabelas.com and Cabelas.ca), and its catalogs. The United States merchandising and Canada merchandising operating segments have been aggregated into its Merchandising segment. The Financial Services segment issues co-branded credit cards, which are available through all of its channels. The Company’s product assortment includes merchandise and equipment for hunting, fishing, marine use, camping, and recreational sport shooting, along with casual and outdoor apparel and footwear, optics, vehicle accessories, and gifts and home furnishings with an outdoor theme.

CABELA’S INCORPORATED (NYSE:CAB) Recent Trading Information

CABELA’S INCORPORATED (NYSE:CAB) closed its last trading session 00.00 at 53.69 with 1,099,409 shares trading hands.

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