JWCA advises Cracker Barrel on its $345 million convertible bond and Capped Call transaction

June 2025 | read press release

Transaction Background

Cracker Barrel successfully raised $345mm (inclusive of greenshoe) in the convertible market at attractive terms (1.75% coupon and 32.5% conversion premium), while repurchasing $150mm (50%) of its outstanding 2026 convertible notes

CBRL’s objectives included:

• Opportunistically repurchase a portion of the outstanding 2026 convertible notes or repay a portion of outstanding revolver

• Protect against future equity dilution through a derivative overlay

• Take advantage of strong convertible market conditions

JWCA provided extensive analysis for Cracker Barrel on deal structuring and related items, such as:

• Convertible and derivate overlay structuring

• Syndicate structure and precedent data

• Accounting analysis / implications

• Shareholder messaging

• Advice on pricing on the day of execution

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the structuring, negotiation and execution process

Results

Cracker Barrel’s convertible issuance was well-received by investors   

• The transaction was multiple times oversubscribed, reflecting strong interest and demand in the Company’s convertible bond offering.

• The 1.75% coupon and 32.5% conversion premium represented the company-friendly ends of both the marketed coupon and conversion premium ranges

• The offering was upsized by $25mm (~9% of original $275mm base deal)

Capped call documentation and auction process produced meaningful savings for Cracker Barrel, while maximizing flexibility for the Company

This is JWCA’s second advisory assignment for the Company after advising CBRL on its convertible issuance in June 2021