The Cheesecake Factory Incorporated 3,125,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 15th, 2021 • Cheesecake Factory Inc • Retail-eating places • New York
The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,125,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 468,750 shares of Common Stock of the Company (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such additional shares of Common Stock of the Company granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The shares of Common Stock outstanding after giving effect to the sale of the Common Stock are referred to herein as the “Stock”.
Conversion AgreementConversion Agreement • June 15th, 2021 • Cheesecake Factory Inc • Retail-eating places • New York
THE CHEESECAKE FACTORY INCORPORATED and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 15, 2021 0.375% Convertible Senior Notes due 2026 CROSS REFERENCE TABLE*Supplemental Indenture • June 15th, 2021 • Cheesecake Factory Inc • Retail-eating places • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.2 and 9.1(i) of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 0.375% Convertible Senior Notes due 2026 (the “Notes”).
The Cheesecake Factory IncorporatedCheesecake Factory Inc • June 15th, 2021 • Retail-eating places • New York
The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $300 million principal amount of its 0.375% Convertible Senior Notes due 2026 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $45 million principal amount of its 0.375% Convertible Senior Notes due 2026 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 0.375% Convertible Senior Notes due 2026 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash and, if applicable, shares (such shares, if any, the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the
Repurchase AgreementRepurchase Agreement • June 15th, 2021 • Cheesecake Factory Inc • Retail-eating places • New York
