Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table presents our purchases of our common stock during the fiscal quarter ended June 30, 2020:
+Added: The following table presents our purchases of our common stock during the fiscal quarter ended September 29, 2020:
Total Number of Shares
7 unchanged sentences
Plans or Programs
−Removed: April 1 — May 5, 2020
−Removed: May 6 — June 2, 2020
−Removed: June 3 — June 30, 2020
+Added: July 1 — August 4, 2020
+Added: August 5 — September 1,2020
+Added: September 2 — September 29, 2020
(1) The total number of shares purchased includes 12,567 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.
−Removed: Under the July 21, 2016 authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.0 million shares at a total cost of $1,696.0 million through June 30, 2020 with 12,413 repurchased during the second quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards.
+Added: Under the authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.0 million shares at a total cost of $1,696.4 million through September 29, 2020 with 12,567 repurchased at a cost of $0.4 million during the third quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards.
Our share repurchase authorization does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time.
(See Note 11 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our repurchase authorization and methods.) The timing and number of shares repurchased are also subject to legal constraints and financial covenants under the Facility that limit share repurchases based on a defined ratio.
−Removed: To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our Amended Facility, we suspended share repurchases.
+Added: To preserve liquidity during the COVID-19 pandemic and in conjunction with the terms of our Amended Facility, our Board suspended share repurchases.
(See Note 7 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our Amended Facility.)
On April 20, 2020, as further discussed in Note 11 of Notes to Consolidated Financial Statements in Part I, Item 1 of this report, to increase our liquidity given the impact of the COVID-19 pandemic on our operations, we issued 200,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $200 million.
−Removed: During the second quarter of fiscal 2020, we issued 3,694 shares of Preferred Stock to satisfy a payment-in-kind dividend of $18.47 per share.
+Added: During the third quarter of fiscal 2020, we paid in-kind dividends of $4.8 million.
Each holder has the right, at its option, to convert its Preferred Stock into common stock at a conversion price equal to $22.23 per share, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events and certain anti-dilutive offerings occurring through April 19, 2021.
3 unchanged sentences
We will not exercise our right to mandatorily convert all outstanding shares of Preferred Stock unless certain liquidity conditions with regard to the shares of common stock to be issued upon such conversion are satisfied.
−Removed: The shares of Preferred Stock paid-in-kind were issued in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof.
The shares of common stock issuable upon conversion of shares of the Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.
10 unchanged sentences
Bylaws of The Cheesecake Factory Incorporated (Amended and Restated on May 20, 2009)
−Removed: Form of Notice of Grant and Stock Unit Grant Agreement for Directors under The Cheesecake Factory Incorporated Stock Incentive Plan#
−Removed: Indemnification Agreement, dated as of April 20, 2020, between The Cheesecake Factory Incorporated and Paul D.
−Removed: Subscription Agreement, dated April 20, 2020, by and between The Cheesecake Factory Incorporated and RC Cake Holdings LLC
−Removed: Registration Rights Agreement, dated April 20, 2020, by and between The Cheesecake Factory Incorporated and RC Cake Holdings LLC
−Removed: Acknowledgement and Support Agreement, dated April 20, 2020, by and between David Overton and RC Cake Holdings LLC
−Removed: First Amendment, dated as of May 1, 2020, to the Third Amended and Restated Loan Agreement, dated as of July 30, 2019 , between The Cheesecake Factory Incorporated, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto
−Removed: Incorporated by
−Removed: Reference from
−Removed: Exhibit Number
−Removed: Filed with SEC
+Added: 2015 Amended and Restated Performance Incentive Plan (Amended and Restated on September 2, 2020)#
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
8 unchanged sentences
Filed herewith
−Removed: The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline eXtensible Business Reporting Language (iXBRL):
+Added: Incorporated by
+Added: Reference from
+Added: Exhibit Number
+Added: Filed with SEC
+Added: The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2020, formatted in Inline eXtensible Business Reporting Language (iXBRL):
(i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statement of stockholders’ equity, (v) condensed consolidated statements of cash flows, and (vi) the notes to the condensed consolidated financial statements
Filed herewith
−Removed: The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (included with Exhibit 101.1)
+Added: The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2020, formatted in iXBRL (included with Exhibit 101.1)
Filed herewith
4 unchanged sentences
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 thereunto duly authorized.
−Removed: August 3, 2020
+Added: November 6, 2020
THE CHEESECAKE FACTORY INCORPORATED
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.