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 March 30, 2021:
+Added: The following table presents our purchases of our common stock during the fiscal quarter ended June 29, 2021:
Total Number of
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Paid per Share
−Removed: December 30, 2021 — February 2, 2021
−Removed: February 3 — March 2, 2021
−Removed: March 3, 2021 — March 30, 2021
+Added: March 31 — May 4, 2021
+Added: May 5 — June 1, 2021
+Added: June 2 — June 29, 2021
(1) The total number of shares purchased represents shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations.
−Removed: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.1 million shares at a total cost of $1,700.7 million through March 30, 2021 with 0.1 million shares repurchased at a cost of $4.0 million during the first quarter of fiscal 2020 to satisfy tax withholding obligations on vested restricted share awards.
+Added: Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 53.1 million shares at a total cost of $1,701.3 million through June 29, 2021 with 10,239 shares repurchased at a cost of $0.6 million during the second quarter of fiscal 2021 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.
1 unchanged sentence
The timing and number of shares repurchased are also subject to legal constraints and financial covenants under our credit facility that limit share repurchases based on a defined ratio.
−Removed: On April 20, 2020, to increase our liquidity given the impact of the COVID-19 pandemic on our operations, we issued 200,000 shares of Series A preferred stock for an aggregate purchase price of $200 million.
−Removed: During the first quarter of fiscal 2021, we declared a cash dividend of $5.1 million, or $25.35 per share.
−Removed: Each holder of Series A preferred stock has the right, at its option, to convert its Series A preferred stock, in whole or in part, into fully paid and non-assessable shares of our 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.
−Removed: Pursuant to the terms of the Certificate of Designations, unless and until approval of our stockholders is obtained as contemplated by Nasdaq Listing Rules, no holder may convert shares of Series A preferred stock through either an optional or a mandatory conversion into shares of our common stock if and solely to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of the then outstanding common stock.
−Removed: The Company has the right to settle any conversion in cash.
−Removed: After April 20, 2023 and subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Series A preferred stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the holders of the Series A preferred stock of the election to convert, the closing price of the common stock is at least 200% of the conversion price.
−Removed: We will not exercise our right to mandatorily convert all outstanding shares of Series A 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 common stock issuable upon conversion of shares of the Series A preferred stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.
−Removed: (See Note 9 of Notes to Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our stockholders' equity and Series A preferred stock.)
Incorporated by
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Filed with SEC
+Added: Underwriting Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and the representative underwriters named therein, related to the issuance and sale of common stock
+Added: Underwriting Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and the representative underwriters named therein, related to the issuance and sale of 0.375% Convertible Senior Notes due 2026
+Added: Second Amendment to Membership Interest Purchase Agreement, dated as of June 1, 2021, by and among The Cheesecake Factory Restaurants, Inc., Fox Restaurant Concepts LLC, and SWF Posse LLC, as Seller’s representative#†
+Added: Filed herewith
Restated Certificate of Incorporation of The Cheesecake Factory Incorporated
1 unchanged sentence
Bylaws of The Cheesecake Factory Incorporated (Amended and Restated on May 20, 2009)
−Removed: Second Amendment to the Third Amended and Restated Loan Agreement, dated as of March 30, 2021, among The Cheesecake Factory Incorporated, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
−Removed: Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Executive Officers under The Cheesecake Factory Incorporated Stock Incentive Plan
−Removed: Filed herewith
+Added: Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S.
+Added: Bank National Association, as trustee
+Added: First Supplemental Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S.
+Added: Bank National Association, as trustee
+Added: Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)
+Added: Repurchase Agreement, dated as of June 10, 2021, among The Cheesecake Factory Incorporated and RC CAKE 1 LLC, RC CAKE 2 LLC AND RC CAKE 3 LLC
+Added: Conversion Agreement, dated as of June 10, 2021, between The Cheesecake Factory Incorporated and RC CAKE HOLDINGS LLC
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 March 30, 2021, 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 June 29, 2021, 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 March 30, 2021, 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 June 29, 2021, formatted in iXBRL (included with Exhibit 101.1)
Filed herewith
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The Company will furnish copies of any such schedules or similar attachments) to the SEC upon request.
−Removed: † Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
+Added: † Certain confidential information contained in this agreement has been omitted because it is both material and is the type that the Company treats as private or confidential.
# Management contract or compensatory plan or arrangement required to be filed as an exhibit.
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.
+Added: August 4, 2021
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.