Simpson Thacher represented the underwriters, led by J.P. Morgan Securities LLC, in connection with the registered public offering by The Cheesecake Factory Incorporated (“The Cheesecake Factory”) (NASDAQ: CAKE) of an aggregate principal amount of $345 million of 0.375% Convertible Senior Notes due 2026 (the “Convertible Notes”), inclusive of Convertible Notes sold pursuant to the underwriters’ full exercise of their option to purchase additional Convertible Notes.
Concurrently, the Firm represented the underwriters, led by J.P. Morgan Securities LLC, in connection with the registered public offering by The Cheesecake Factory of 3,125,000 shares of its common stock, for gross proceeds of $175 million.
The Cheesecake Factory intends to use the net proceeds from the offerings to fund the cash consideration of approximately $457.4 million payable to repurchase 150,000 shares of its outstanding Series A convertible preferred stock and to convert the remaining 50,000 shares of its outstanding Series A convertible preferred stock into 2,400,864 shares of its common stock.
The Cheesecake Factory is a leader in experiential dining, and currently owns and operates 300 restaurants throughout the United States and Canada under brands including The Cheesecake Factory®, North Italia® and a collection within its Fox Restaurant Concepts business.
The Simpson Thacher team for the transaction included Roxane Reardon, Jonathan Ozner, Lia Toback and Anna Jarman (Capital Markets); Jonathan Cantor and Edward Grais (Tax); Jeanne Annarumma and Pasco Struhs (Executive Compensation and Employee Benefits); Adeeb Fadil (Environmental); Genevieve Dorment (Intellectual Property); Dennis Loiacono (Real Estate); and Jennie Getsin (FINRA and Blue Sky).