CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Other Events

CABELAS INCORPORATED (NYSE:CAB) Files An 8-K Other Events

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Item8.01.

Other Events.

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), (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 (the Bank
Asset Purchase), and (c)a Credit Card Program Agreement (the Bank
Program Agreement), by and between the Company and CONA, which
provides for, in connection with the closing of the Bank Asset
Purchase, the establishment and operation of the Cabelas CLUB
credit card program.

On April17, 2017, the Company and Capital One Financial
Corporation, a Delaware corporation and the parent of CONA and
Capital One (as defined below), issued a joint press release
announcing the entry into certain agreements that provide for the
amendment and restatement of the Original Bank Purchase
Agreement, which include (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 and the Bank Framework Agreement, the Amended
Bank Sale Agreements), by and among the Company, WFB and Capital
One. Also entered into were an Asset Purchase Agreement, dated as
of April17, 2017, by and between Capital One and Synovus and
Amendments No.1 and No.2 to the Credit Card Program Agreement,
dated as of April17, 2017, by and among the Company, CONA and
Capital One, as applicable.

The Company also announced that, on April17, 2017, in connection
with the entry into the Amended Bank Sale Agreements, it had
entered into an Amendment to the Agreement and Plan of Merger, by
and among the Company, Parent and Sub, which provides for the
amendment of the Merger Agreement.

A copy of the joint press release is filed herewith as
Exhibit99.1 and is incorporated herein by reference.

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 Securities and Exchange
Commission (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

99.1 Joint Press Release, dated April17, 2017.


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 up +0.30 at 53.69 with 602,222 shares trading hands.

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