3//SEC Filing
RC Cake Holdings LLC 3
Accession 0000950142-20-001254
CIK 0000887596other
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 4:37 PM ET
Size
7.7 KB
Accession
0000950142-20-001254
Insider Transaction Report
Form 3
RC Cake Holdings LLC
10% Owner
Holdings
Series A Convertible Preferred Stock
Exercise: $22.23→ Common Stock, par value $0.01 per share (8,996,851 underlying)
Footnotes (5)
- [F1]Pursuant to a Subscription Agreement, dated as of April 20, 2020, The Cheesecake Factory Incorporated (the "Company") sold 200,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Convertible Preferred Stock"), to RC Cake Holdings LLC for an aggregate purchase price of $200 million. The Convertible Preferred Stock accrues dividends on the liquidation preference of the Convertible Preferred Stock at the rate of 9.5% per annum, payable in cash or, at the option of the Company, paid in kind.
- [F2]The Convertible Preferred Stock is convertible at any time, at the holder's election. The Convertible Preferred Stock has no expiration date; however, it is redeemable by the holder and by the Company under certain circumstances.
- [F3]The Convertible Preferred Stock is convertible into shares of the Company's common stock, par value $0.01 per share, at a conversion price equal to $22.23 per share. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The conversion price is also subject to adjustment for certain antidilutive offerings occurring during the first twelve months following the date the Convertible Preferred Stock is initially issued.
- [F4]RC Cake Holdings LLC, a Delaware limited liability company, directly owns the Convertible Preferred Stock. RC Cake Holdings LLC is controlled by each of (i) RC Cake 1 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (T) LP, a Cayman Islands exempted limited partnership, (ii) RC Cake 2 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (TE) LP, a Cayman Islands exempted limited partnership, and (iii) RC Cake 3 LLC, a Delaware limited liability company, which is in turn controlled by Roark Capital Partners V (OS) LP, a Cayman Islands exempted limited partnership. (cont'd on FN 5)
- [F5](cont'd from FN 4) Each of Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP and Roark Capital Partners V (OS) LP is controlled by its general partner, Roark Capital GenPar V LP, a Cayman Islands exempted limited partnership, which is in turn controlled by Roark Capital GenPar V LLC, a Cayman Islands exempted limited liability company, which is in turn controlled by its managing member, Neal K. Aronson. Each of RC Cake 1 LLC, RC Cake 2 LLC, RC Cake 3 LLC, Roark Capital Partners V (T) LP, Roark Capital Partners V (TE LP, Roark Capital Partners V (OS) LP, Roark Capital GenPar V LP, Roark Capital GenPar V LLC and Mr. Aronson may be deemed to have voting and dispositive power with respect to the Convertible Preferred Stock directly owned by RC Cake Holdings LLC and therefore be deemed to be the beneficial owner of the Convertible Preferred Stock held by RC Cake Holdings LLC, but each disclaims beneficial ownership of such Convertible Preferred Stock.
Documents
Issuer
CHEESECAKE FACTORY INC
CIK 0000887596
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001810206
Filing Metadata
- Form type
- 3
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 4:37 PM ET
- Size
- 7.7 KB