-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lp6RGZ9dGypQ7v66G5s1VAebJt0d7kdveKMGaY6N58i90JLG2CszSqdyXyC55s7w fjlhifTJ7/iPreHtMia/vQ== 0001104659-07-027123.txt : 20070409 0001104659-07-027123.hdr.sgml : 20070409 20070409163012 ACCESSION NUMBER: 0001104659-07-027123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070403 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEESECAKE FACTORY INC CENTRAL INDEX KEY: 0000887596 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 510340466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20574 FILM NUMBER: 07756609 BUSINESS ADDRESS: STREET 1: 26901 MALIBU HILLS RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 818 871-8342 MAIL ADDRESS: STREET 1: 26901 MALIBU HILLS RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: CHEESECAKE FACTORY INCORPORATED DATE OF NAME CHANGE: 19930328 8-K 1 a07-10122_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
April 3, 2007

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware

 

0-20574

 

51-0340466

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Cheesecake Factory Incorporated (the “Company”) entered into a five-year, $200 million, unsecured revolving credit facility, dated as of April 3, 2007 (the “Credit Facility”), by and among the Company and JPMorgan Chase Bank, as administrative agent, Bank of the West, as syndication agent, and Bank of America, Wells Fargo Bank and Rabobank Nederland, as documentation agents.  The credit agreement includes customary representations, warranties, negative and affirmative covenants (including certain financial covenants relating to the ratio of debt to EBITDA and the ratio of EBITDAR to interest and rent expense), as well as customary events of default and certain cross default provisions that could result in acceleration of the Credit Facility.  Borrowings under the Credit Facility bear interest, at the Company’s option, at a rate equal to either: (i) the LIBO Rate plus an Applicable Margin (as defined in the Credit Facility), or (ii) the higher of (a) the Federal Funds Effective Rate plus one-half (½) of 1% or (b) the Prime Rate as quoted in The Wall Street Journal.  The Company used $150 million of the Credit Facility to repay the unsecured bridge loan credit agreement dated as of March 12, 2007, and the remaining $50 million will be used to support standby letters of credit for the Company’s self-insurance programs and for general corporate purposes.

In conjunction with the Credit Facility, the Company entered into an interest collar agreement with JPMorgan Chase Bank as a cash flow hedge against the LIBO Rate movements on the Credit Facility.  The collar agreement relates only to the LIBO Rate portion of the interest and not the Applicable Margin. This agreement provides for the Company to pay interest for a five-year period at a rate between 4.69% and 5.35% on a notional amount of $100 million while receiving interest for the same period at the LIBO Rate on the same notional amount. The Company expects that the interest rate collar will qualify as an effective cash flow hedge under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  As such, any changes in the fair value of the derivative are recorded in other comprehensive income on the consolidated balance sheets until earnings are affected by the variability of cash flows.

ITEM 1.02         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

In conjunction with the entry into the Credit Facility described in Item 1.01 of this Current Report on Form 8-K which description is incorporated by reference herein, the Company terminated its $35 million revolving credit and term loan facility with Bank of the West and transferred all outstanding letters of credit to the new Credit Facility.  No early termination or prepayment penalties were incurred.

SECTION 2 — FINANCIAL INFORMATION

ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On April 3, 2007, the Company became obligated under the five-year, $200 million, unsecured revolving credit facility described in Item 1.01 of this Current Report on Form 8-K which description is incorporated by reference herein.

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SIGNATURES

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: April 9, 2007

 

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

By:

/s/ MICHAEL J. DIXON

 

 

 

Michael J. Dixon

 

 

 

Senior Vice President and Chief Financial Officer

 

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