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): November
30, 2006
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
305
Hartmann Drive, Lebanon, Tennessee 37087
(615)
444-5533
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Assets.
Sale
and Leaseback Transaction
On
November 30 and December 1, 2006, Logan’s Roadhouse, Inc. (“Logan’s”), a
subsidiary of CBRL Group, Inc. (the “Company”) completed the sale and leaseback
(the “Sale/Leaseback”) of a total of 62 of its owned real property locations to
various assignees of Wachovia Development Corporation, Truststreet Properties,
Inc. and National Retail Properties, Inc. The Sale/Leaseback was pursuant to
certain agreements described and filed as exhibits to a Current Report on Form
8-K filed with the Commission by the Company on November 3, 2006.
Stock
Sale Transaction
On
December 6, 2006 the Company completed the sale of all issued and outstanding
shares of common stock of Logan’s (the “Stock Sale”) to LRI Holdings, Inc., an
affiliate of Bruckmann, Rosser, Sherrill & Co. Inc., Canyon Capital Advisors
LLC and Black Canyon Capital LLC, pursuant to a Stock Purchase Agreement
described and filed as an exhibit to a Current Report on Form 8-K filed with
the
Commission by the Company on November 3, 2006.
Consideration
in Sale/Leaseback and Stock Sale (the “Transaction”)
Total
consideration in the Transaction was approximately $486 million, subject to
customary post-closing adjustments, if any, for working capital, indebtedness
and capital expenditures. This amount includes the proceeds from the
Sale/Leaseback, which was used to satisfy inter-company indebtedness. The
Sale/Leaseback consideration also included retention by the Company of three
Logan’s restaurant locations at which certain real estate matters
precluded their being included in the Sale/Leaseback at this time. The Company
expects to sell these properties after resolving these real estate matters.
Until these three properties are sold, the Company will lease them to Logan’s
under the same terms and conditions as had they been included in the
Sale/Leaseback.
Item
7.01. Regulation FD Disclosure.
On
December 6, 2006, the Company issued the press release that is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, which by this reference is
incorporated herein as if copied verbatim, announcing completion of the
Transaction, that its Board of Directors had declared a cash dividend of
fourteen cents per share and reporting the proposed use of proceeds for the
Transaction.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release issued by CBRL Group, Inc. dated December 6, 2006
SIGNATURE
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.
| Dated: December 6, 2006 | CBRL GROUP, INC. |
| By: /s/ N. B. Forrest Shoaf | |
| Name: N. B. Forrest Shoaf | |
| Title: Senior Vice President, Secretary | |
| and General Counsel |
| [CBRL GROUP, INC. LOGO] |
POST
OFFICE BOX 787
|
|
LEBANON,
TENNESSEE
|
|
|
37088-0787
|
|
|
PHONE
615.443.9869
|
|
| C B R L G R O U P, I N C. |
|
Investor
Contact:
|
Diana S. Wynne |
| Senior Vice President, Corporate Affairs | |
| (615) 443-9837 | |
| Media Contact: | Julie K. Davis |
| Director Corporate Communications | |
| (615) 443-9266 |
CBRL
GROUP, INC. ANNOUNCES COMPLETION OF SALE OF LOGAN’S
Up
to
$350 Million of Proceeds Slated For Share Repurchases
Company
Declares Regular Dividend and Reports Debt Repayment
LEBANON,
Tenn. (December 6, 2006) -- CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL)
today announced the closing of the sale of its Logan’s Roadhouse,®
Inc.
subsidiary (“Logan’s”) to LRI Holdings, Inc. (“LRI”), an affiliate of Bruckmann,
Rosser, Sherrill & Co. Inc. (“BRS”), a New York-based private equity
investment firm with approximately $1.2 billion in funds under management,
and
an affiliate of Canyon Capital Advisors LLC (“Canyon”), a Los Angeles-based
investment firm with more than $11 billion under management, and its associated
private equity and debt investment firm, Los Angeles-based Black Canyon Capital
LLC.
Total
consideration in the transaction was approximately $486 million, subject to
customary post-closing adjustments, if any, for working capital, indebtedness
and capital expenditures. This amount included the proceeds from a real estate
sale-leaseback transaction undertaken by Logan’s and closed prior to completion
of the divestiture, which was used to satisfy inter-company indebtedness. The
sale/leaseback consideration also included retention by the Company of three
Logan’s restaurant locations at which certain remaining real estate matters
precluded their being included in the sale/leaseback at this time. Until these
three properties can be sold, CBRL will lease them to Logan’s under terms and
conditions consistent with the sale-leaseback transaction. The expected net
proceeds to the Company after payment of taxes and expenses associated with
the
transaction are approximately $385 million, plus retention of the three Logan’s
properties.
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CBRL
Announces Completion of Sale of Logan’s
Page
2
December
6, 2006
The
Company also announced that its Board of Directors had authorized the use of
up
to $350 million of the proceeds from the transaction in a combination
of:
| · |
A
modified “Dutch Auction” tender offer (the “Tender Offer”) for up to $250
million (approximately 5.4 million shares, subject to a 2% over-allotment)
of the Company’s common stock at a price range of $42 to $46 per share;
and
|
| · |
An
open market stock repurchase program allowing for purchases of up
to an
additional $100 million of the Company’s common stock to be made from time
to time through open market transactions at management’s discretion to be
implemented after completion of the Tender Offer.
|
These
share repurchases are expected to represent, upon completion, approximately
25%
of the Company’s currently outstanding shares, subject to changes related to
average share price of the repurchases. The Company noted that the authorized
repurchases for up to $350 million of stock are in addition to an existing
repurchase authorization under which management is authorized to repurchase
approximately 821,000 shares of the Company’s common stock.
The
Company also announced that it expects to use the remaining funds from the
Logan’s divestiture, together with cash balances on hand, to reduce its
outstanding debt under its existing credit facility by
$75
million.
The
Company expects to commence the Tender Offer during the week of December 11,
2006 and close the transaction during the week of January 8, 2007. The open
market purchase program could commence ten business days after completion of
the
Tender Offer and could include the adoption by the Company of a
10b5-1
repurchase plan.
The
Company also announced that its Board of Directors has declared a regular
quarterly dividend of $0.14 per common share. The record and payment dates
for
that dividend will be established in conjunction with the closing date of the
Tender Offer and are expected to be in either late January or early February.
Commenting
on the announcements, CBRL Chairman, President and Chief Executive Officer
Michael A. Woodhouse said, “These announcements signal a major strategic
milestone for the Company, truly a red-letter day in our history. They
substantially complete the ambitious plan of strategic initiatives that we
began
to develop over a year ago and position us to move forward totally focused
on
our strong and established Cracker Barrel Old Country Store®
brand.
We look forward to completing the upcoming Tender Offer and share repurchase
authorization and the expected refinancing of our outstanding convertible debt,
for which we previously arranged a delayed-draw term loan facility. And, we
sincerely wish our friends and colleagues at
Logan’s continued success as they grow
their business, and we thank them for their many contributions to CBRL.”
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CBRL
Announces Completion of Sale of Logan’s
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3
December
6, 2006
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 551 Cracker Barrel
Old Country Store restaurants
and gift shops located in 41 states.
Except
for specific historical information, many of the matters discussed in this
press
release may express or imply projections of revenues or expenditures, statements
of plans and objectives or future operations or statements of future economic
performance. These, and similar statements are forward-looking statements
concerning
matters that involve risks, uncertainties and other factors which may cause
the
actual performance of CBRL Group, Inc. and its subsidiaries to differ materially
from those expressed or implied by this
discussion. All forward-looking information is provided by the Company pursuant
to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of
these factors. Forward-looking statements generally can be identified by
the use
of forward-looking terminology such as “trends,” “assumptions,” “target,”
“guidance,” “outlook,” “plans,” “goals,” “objectives,” “expectations,”
“near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,”
“expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “regular,”
or “continue” (or the negative or other derivatives of each of these terms) or
similar terminology. Factors which could materially affect actual results
include, but are not limited to: successful completion of the Tender Offer
and
share repurchase authorization; the effects of incurring substantial
indebtedness and associated restrictions on the Company’s financial and
operating flexibility and ability to execute or pursue its operating plans
and
objectives; the effects of uncertain consumer confidence, higher costs for
energy, consumer debt payments, or general or regional economic weakness,
or
weather on sales and customer travel, discretionary income or personal
expenditure activity of our customers; the ability of the Company to identify,
acquire and sell successful new lines of retail merchandise and new menu
items
at our restaurants; the ability of the Company to sustain or the effects
of
plans intended to improve operational execution and performance; changes
in or
implementation of additional governmental or regulatory rules, regulations
and
interpretations affecting tax, wage and hour matters, health and safety,
pensions, insurance or other undeterminable areas; the effects of plans intended
to promote or protect the Company’s brands and products; commodity, workers
compensation, group health and utility price changes; consumer behavior based
on
negative publicity or concerns over nutritional or safety aspects of the
Company’s products or restaurant food in general, including concerns about E.
coli bacteria, hepatitis A, “mad cow” disease, “foot-and-mouth” disease, and
bird flu, as well as the possible effects of such events on the price or
availability of ingredients used in our restaurants; changes in interest
rates
or capital market conditions affecting the Company’s financing costs or ability
to obtain financing or execute initiatives; the effects of business trends
on
the outlook for individual restaurant locations and the effect on the carrying
value of those locations; the ability of the Company to retain key personnel
during and after the restructuring process; the ability of and cost to the
Company to recruit, train, and retain qualified hourly and management employees;
the effects of increased competition at
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CBRL
Announces Completion of Sale of Logan’s
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4
December
6, 2006
Company locations on sales and on labor recruiting, cost, and
retention; the availability and cost of suitable sites for restaurant
development and our ability to identify those sites; changes in building
materials and construction costs; the actual results of pending, future or
threatened litigation or governmental investigations and the costs and effects
of negative publicity associated with these activities; practical or
psychological effects of natural disasters or terrorist acts or war and military
or government responses; disruptions to the company’s restaurant or retail
supply chain; changes in foreign exchange rates affecting the Company’s future
retail inventory purchases; implementation of new or changes in interpretation
of existing accounting principles generally accepted in the United States of
America (“GAAP”); effectiveness of internal controls over financial reporting
and disclosure; and other factors described from time to time in the Company’s
filings with the Securities and Exchange Commission, press releases, and other
communications.
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