2 unchanged sentences
Our Board of Directors has authorized the repurchase of up to $75.0 million of common stock under a share repurchase program that began on November 4, 2020 and is effective through December 26, 2021.
−Removed: Through June 27, 2021, a total of 116,000 shares with an aggregate cost of $10.9 million and an average price of $94.24 per share were repurchased under this program.
+Added: Through September 26, 2021, a total of 219,000 shares with an aggregate cost of $23.3 million and an average price of $106.16 per share were repurchased under this program.
Funding for the share repurchase program has been provided through our operating cash flows.
−Removed: Subsequent to June 27, 2021, we acquired an additional 41,000 shares at an aggregate cost of $4.3 million.
−Removed: Approximately $59.8 million remained available for repurchase of common stock under this authorization as of July 30, 2021.
−Removed: The following table summarizes our repurchase activity by fiscal period during the three months ended June 27, 2021 (in thousands, except per share amounts):
+Added: Subsequent to September 26, 2021, we acquired an additional 158,000 shares at an aggregate cost of $19.8 million.
+Added: Approximately $31.9 million remained available for repurchase of common stock under this authorization as of October 29, 2021.
+Added: The following table summarizes our repurchase activity by fiscal period during the three months ended September 26, 2021 (in thousands, except per share amounts):
Maximum Dollar
8 unchanged sentences
6/28/2021 - 7/25/2021
+Added: 7/26/2021 - 8/22/2021
+Added: 8/23/2021 - 9/26/2021
The Company utilizes a written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, from time to time to facilitate the repurchase of shares of our common stock under this share repurchase program.
There can be no assurance that we will repurchase shares of our common stock either through a Rule 10b5-1 trading plan or otherwise.
−Removed: Repurchase & Conversion of Series B Preferred Stock
−Removed: On May 11, 2021, the Company entered into a Share Repurchase Agreement with Starboard, pursuant to which (i) the Company repurchased from Starboard 78,387 shares of Series B Preferred Stock and (ii) Starboard converted the remaining 171,613 shares of Series B Preferred Stock that it owned into 3,458,360 shares of the Company’s common stock pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock.
−Removed: On June 3, 2021, the Company entered into agreements with certain franchisee investors to repurchase 1,000 shares of the outstanding Series B Preferred Stock and convert the remaining 1,530 shares of Series B Preferred Stock into 30,769 shares of common stock.
−Removed: The Company paid Starboard and the franchisee investors aggregate one-time cash payments of $188.6 million for the repurchase and conversion of all of the outstanding shares of Series B Preferred Stock.
+Added: Subsequent to the end of the third quarter, on October 28, 2021, our Board of Directors approved a new share repurchase program for up to $425.0 million of the Company’s common stock, with an indefinite duration.
+Added: The new share repurchase program will initially operate alongside the Company’s existing $75.0 million share repurchase authorization, which expires on December 26, 2021.
Repurchases of Stock for Tax Withholdings
−Removed: During the fiscal quarter ended June 27, 2021, the Company acquired approximately 500 shares of its common stock from employees to satisfy minimum tax withholding obligations that arose upon (i) vesting of restricted stock granted pursuant to approved plans and (ii) distribution of shares of common stock issued pursuant to deferred compensation obligations.
+Added: During the fiscal quarter ended September 26, 2021, the Company acquired approximately 11,500 shares of its common stock from employees to satisfy minimum tax withholding obligations that arose upon (i) vesting of restricted stock granted pursuant to approved plans and (ii) distribution of shares of common stock issued pursuant to deferred compensation obligations.
+Added: Certificate of Elimination of Series B Convertible Preferred Stock of Papa John’s International, Inc., effective August 3, 2021.
+Added: Exhibit 3.1 to our report on Form 10-Q for the fiscal quarter ended June 27,2021 is incorporated herein by reference.
+Added: Indenture dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors party thereto and Truist Bank, as trustee.
+Added: Exhibit 4.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference .
+Added: Form of 3.875% Senior Notes due 2029.
+Added: Exhibit 4.2 to our report on Form 8-K as filed on September 14, 2021 is incorporated herein by reference.
+Added: Amended and Restated Credit Agreement, dated September 14, 2021, among Papa John’s International, Inc., each of the guarantors and lenders party thereto, and JPMorgan Chase Bank, Inc., as administrative agent.
+Added: Exhibit 10.1 to our report on Form 8-K as filed on September 14, 2021 is incorporated by reference.
+Added: Amendment No.
+Added: 2 to the March 15, 2019 Endorsement Agreement for personal services of Shaquille O’Neal by and among ABG-Shaq, LLC, Papa John’s Marketing Fund, Inc.
+Added: and Papa John’s International, Inc., effective July 29, 2021.
+Added: Exhibit 10.2 to our report on Form 10-Q for the fiscal quarter ended June 27, 2021 is incorporated herein by reference.
+Added: Papa John’s International, Inc.
+Added: Nonqualified Deferred Compensation Plan, as amended and restated effective October 28, 2021.
+Added: Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Executive Officer Pursuant to 18 U.S.C.
+Added: Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Financial statements from the quarterly report on Form 10-Q of Papa John’s International, Inc.
+Added: for the quarter ended September 26, 2021, filed on November 4, 2021, formatted in iXBRL:
+Added: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Deficit, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: 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: PAPA JOHN’S INTERNATIONAL, INC.
+Added: November 4, 2021
+Added: Chief Financial Officer
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.