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): December 3, 2010

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification
of incorporation)		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))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Cheesecake Factory Incorporated (the “Company”) has entered into a Loan Agreement, dated as of December 3, 2010 (the “Credit Facility”), by and among the Company and JPMorgan Chase Bank, National Association (“JPMCB”), as administrative agent, Bank of the West, as syndication agent, and Bank of America, N.A., Wells Fargo Bank, National Association and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as documentation agents.  The Credit Facility provides the Company with revolving loan commitments that total $200 million and letter of credit subfacility commitments that total $35,000,000 and it matures on December 3, 2015.  The Credit Facility contains a commitment increase feature that could provide for an additional $50 million in available credit upon the Company’s request and the satisfaction of certain conditions.  Capitalized terms used but not defined in this report have the meanings given to them in the Credit Facility.

The Credit Facility includes customary representations, warranties, negative and affirmative covenants (including certain financial covenants relating to the ratio of adjusted debt to EBITDAR and the ratio of EBITDAR to interest and rent expense, with all terms as defined in the Credit Facility), 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 (and letters of credit bear fees), at the Company’s option, at a rate equal to either: (i) the Adjusted LIBO Rate plus an Applicable Margin (as defined in the Credit Facility), or (ii) an Applicable Margin (as defined in the Credit Facility) plus the highest of (a) the rate of interest publicly announced by JPMCB as its prime rate in effect, (b) the Federal Funds Effective Rate from time to time plus 0.5% and (c) the one-month Adjusted LIBO Rate plus 1.0%.

The Company’s obligations under the Credit Facility are unsecured.  Certain subsidiaries of the Company have guaranteed the Company’s obligations under the Credit Facility.  The Credit Facility will be used for the Company’s general corporate purposes, including to support standby letters of credit for the Company’s self-insurance programs.

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 prior credit facility with JPMorgan Chase Bank as administrative agent dated April 3, 2007, as amended March 5, 2008 and January 2, 2009.  No early termination or prepayment penalties were incurred.

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

On December 3, 2010, 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.

ITEM 7.01     REGULATION FD DISCLOSURE

In a press release dated December 7, 2010, the Company announced it had entered into 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.  The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.  .

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)         Exhibits

99.1 Press release dated December 7, 2010 entitled, “The Cheesecake Factory Announces New Revolving Credit Facility.”

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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: December 7, 2010	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ W. Douglas Benn
		W. Douglas Benn
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated December 7, 2010 entitled, “The Cheesecake Factory Announces New Revolving Credit Facility.”

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE Contact: W. Douglas Benn
(818) 871-3000

THE CHEESECAKE FACTORY ANNOUNCES

NEW REVOLVING CREDIT FACILITY

Calabasas Hills, CA — December 7, 2010— The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced that the Company has entered into a new revolving credit facility (“Facility”) to replace its prior credit facility.  The new Facility provides for both increased financial flexibility and a lower cost of capital as compared to the prior facility.  In addition, during the fourth quarter of 2010, the Company paid off the remaining amount outstanding on its prior credit facility while maintaining a cash balance of approximately $50 million.

The unsecured five-year Facility, which matures on December 3, 2015, has a commitment of $200 million with a commitment increase feature that has the possibility to provide for an additional $50 million of borrowing capacity under certain circumstances. The Facility, which is effective as of December 3, 2010, significantly expands the Company’s ability to make share repurchases and grant dividends, doubles the permitted acquisition consideration to $500 million, allows for an incremental $200 million of subordinated debt and reduces the applicable interest rate and fees on both drawn and undrawn balances.

“We made tremendous strides strengthening our balance sheet during the past two years.  Our consistent and robust cash flow enabled us to pay down the entire $275 million previously outstanding on our credit line in just twenty-one months,” said David Overton, Chairman and CEO.  “With the new Facility in place, our liquidity and capital structure are even stronger and more flexible, and we are well positioned to pursue our strategy to accelerate growth in 2011 and beyond.”

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept.  The Company operates 163 full-service, casual dining restaurants throughout the U.S., including 149 restaurants under The Cheesecake Factory® mark; 13 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark.  The Company also operates two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce over 70 varieties of quality cheesecakes and other baked products.  For more information, please visit www.thecheesecakefactory.com.

The Cheesecake Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, in particular, the Company’s belief in its ability to maintain financial flexibility and accelerate growth is subject to risks and uncertainties, including uncertainties related to national and regional economic conditions beyond the Company’s control; the Company’s ability to remain relevant to consumers; the Company’s ability to retain the savings realized through its cost management initiatives; the Company’s ability to continue to improve its operating margins; factors outside of the Company’s control that impact consumer confidence and spending; current and future macro national and regional economic and credit market conditions; changes in national and regional unemployment rates; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located; the economic health of suppliers, vendors and other third parties providing goods or services to the Company; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of government agencies, landlords and other third parties; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), as set forth below.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements.  Forward-looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.

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