CBRL to issue 395,775 shares on conversion of LYONs, notes

By Susanna Moon

Chicago, June 18 - CBRL Group, Inc. said it will issue a total of 395,775 shares for the recent conversions of its Liquid Yield Option Notes due 2032 and zero-coupon senior convertible notes due 2032.

The combined amount includes 276,123 shares of common stock issued on June 15 and another 119,652 shares this week based on 10-day averaging periods ended June 15.

CBRL also said it bought back 178,919 of the 276,123 shares issued upon conversion as part of the Rule 10b5-1 repurchase plan.

As previously announced, holders converted all but $1.074 million of its Liquid Yield Option Notes due 2032 and zero-coupon senior convertible notes due 2032 into stock ahead of the previously announced redemption.

Holders of $1.074 million did not exercise their conversion rate. For those notes, the company deposited with the trustees $512,738, or a redemption price of $477.41 per $1,000 in principal amount.

All remaining notes were converted, except for $20 million in principal amount at maturity that the company had bought in a private transaction.

The redemption and conversion for the LYONs was $46.099 million principal amount at maturity, with $22 million in accreted value. The amount for the convertibles was $375.931 million, with $179.5 million accreted value.

The converted LYONs and convertibles were settled for $189 million in cash, plus 276,000 shares issues for the old notes and a number of shares for the new notes set by a formula. The figure could have ranged from 95,000 shares to 264,000 shares if the share price were to range from $45 to $47. The exact number of shares was determined using a 10-day averaging period that will ended on June 15.

On May 1, CBRL said it received tenders on 89% or from holders of $375.931 million principal amount at maturity of the LYONS in the exchange offer in which it issued the new zero coupon convertibles. It then called the notes.

The company will fund the redemption through cash and draws on its existing delayed-draw term loan facility.

The CBRL Group is based in Lebanon, Tenn. and operates Cracker Barrel Old Country Store restaurants.

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