UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event
reported): May 25, 2021 (
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Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2021, Cracker Barrel Old Country Store, Inc. (the “Company”) and certain subsidiaries of the Company entered into a Fifth Amendment (the “Amendment”) to the Company’s 2019 Revolving Credit Facility, by and among the Company, the subsidiary guarantors named therein, the several banks and other financial institutions and lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent. The Amendment permits the Company to declare dividends and make other distributions in respect of the Company’s capital stock after August 1, 2021 (even though the Company remains in the Covenant Relief Period, as defined in the Fourth Amendment to Credit Agreement, dated as of February 19, 2021, among the Company, the subsidiary guarantors named therein, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent), including the dividend announced by the Company on May 25, 2021 in the Press Release (as defined below); provided that dividends and other such distributions during the period commencing August 1, 2021 and ending October 29, 2021 cannot exceed certain limits as set forth in the Amendment.
The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to such exhibit.
Item 2.02. Results of Operations and Financial Condition.
On May 25, 2021, the Company issued a press release (the “Press Release”) announcing the Company’s fiscal 2021 third quarter results of operations and projected outlook of certain items for the remainder of fiscal 2021. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||
| Exhibit No. | Description | ||
| 10.1 | Fifth Amendment to Credit Agreement, dated May 21, 2021, by and among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. | ||
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated May 25, 2021. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
SIGNATURE
Pursuant 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.
| Date: May 25, 2021 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |