THE CHEESECAKE FACTORY INCORPORATED (CAKE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 10, 2016, The Cheesecake Factory Incorporated (the
Company) entered into Amendment No. 1 to Second Amended and
Restated Loan Agreement dated as of November 10, 2016 (the
Amendment), which amends the Second Amended and Restated Loan
Agreement dated as of December 22, 2015 (the Credit Facility),
with JPMorgan Chase Bank, National Association, as administrative
agent, to facilitate the transactions described in Item 7.01
below. A copy of the Amendment is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Also, on November 10, 2016, the Company elected to cause TCF
California Holding Company (TCF), a wholly owned subsidiary of
the Company, to become a guarantor under the Credit Facility, to
a Joinder to Guaranty dated as of November 10, 2016. A copy of
such Joinder to Guaranty is attached hereto as Exhibit
99.2 and is incorporated by reference herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.
The disclosure set forth above in Item 1.01 is incorporated by
reference into this Item 2.03.
ITEM 7.01 REGULATION FD DISCLOSURE.
In a press release dated November 14, 2016, the Company announced
that it has entered into agreements with two subsidiaries of Fox
Restaurant Concepts LLC (FRC), Flowerchild Holding Company LLC
(Flower Child), the owner of the Flower Child restaurant concept,
and North Restaurants LLC (North Restaurants), the owner of the
North Italia restaurant concept. A copy of the press release is
attached hereto as Exhibit 99.3 and is incorporated herein
by reference.
Under the terms of these agreements, TCF is making an initial
minority equity investment in, and will provide ongoing growth
capital and consulting services for, North Restaurants and Flower
Child. Each of the agreements provides an option for TCF to
acquire, and a put to obligate TCF to acquire, a one hundred
percent (50%) ownership position in Flower Child and/or North
Restaurants, subject to the terms and conditions of the
agreements. to these agreements, another wholly owned subsidiary
of FRC, FRC Management LLC, will continue to manage the
day-to-day operations of both the North Italia and Flower Child
concepts. TCFs obligations under these agreements are guaranteed
by the Company.
In conjunction with entering into these agreements, the Company
also entered into the Amendment, which amends its Credit Facility
with JPMorgan Chase Bank, National Association, as administrative
agent, to, among other things, permit the addition of TCF as a
guarantor of such Credit Facility, and, to a Joinder to Guaranty,
TCF became a guarantor of the Credit Facility. A copy of the
Amendment is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. A copy of the Joinder to
Guaranty is attached hereto as Exhibit 99.2 and is
incorporated herein by reference. This description of the
Amendment and of the Joinder to Guaranty is qualified in its
entirety by the copies of the Amendment and of the Joinder to
Guaranty attached hereto as exhibits.
These transactions are not expected to have a material impact on
the financial condition of the Company, or its subsidiaries, for
the foreseeable future.
The information in this Item 7.01 and Exhibit 99.3 shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such filing. The furnishing of the
information in this Item 7.01 and Exhibit 99.3 is not
intended to, and does not, constitute a representation that such
information is material information that is not otherwise
publicly available.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) |
Exhibits |
|
99.1 |
Amendment No. 1 to Second Amended and Restated Loan |
|
99.2 |
Joinder to Guaranty between TCF California Holding |
|
99.3 |
Press release dated November 14, 2016 entitled, The |
About THE CHEESECAKE FACTORY INCORPORATED (CAKE)