Cracker Barrel Old Country Store, Inc. has announced the upsizing and pricing of its offering of $300.0 million aggregate principal amount of 1.75% convertible senior notes due 2030 in a private offering. This is an increase from the previously announced $275.0 million, and the company has also granted the initial purchasers of the notes an option to purchase up to an additional $45.0 million aggregate principal amount of notes.
The notes will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The notes will mature on September 15, 2030, unless earlier converted, repurchased, or redeemed.
The initial conversion rate will be 13.8455 shares of Cracker Barrel’s common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $72.23 per share of the company’s common stock. This represents a premium of approximately 32.5% over the last reported sale of $54.51 per share of Cracker Barrel’s common stock on June 10, 2025.
Cracker Barrel estimates that the net proceeds from the offering will be approximately $290.1 million, or approximately $333.9 million if the initial purchasers fully exercise their option to purchase additional notes.
The company intends to use approximately $145.9 million of the net proceeds to repurchase $150.0 million aggregate principal amount of its outstanding 0.625% convertible senior notes due 2026 concurrently with the offering of the notes in separate, privately negotiated transactions.
In connection with the pricing of the notes, Cracker Barrel entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions are intended to reduce or offset potential dilution to the company’s common stock upon any conversion of the notes and/or offset any cash payments that Cracker Barrel may be required to make in excess of the principal amount of converted notes, subject to a cap initially equal to approximately $87.22.
The offer and sale of the notes, and any shares of Cracker Barrel’s common stock issuable upon conversion of the notes, have not been, and will not be, registered under the securities act or any state securities laws.
Cracker Barrel Old Country Store, Inc. operates approximately 660 company-owned Cracker Barrel Old Country Store® locations in 43 states and owns the fast-casual Maple Street Biscuit Company. Today the company's shares have moved -5.43% to a price of $52.06. Check out the company's full 8-K submission here.
