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CBRL Group Announces Strategic Initiatives Intended to Enhance Shareholder Value.


LEBANON, Tenn. -- Comprehensive Restructuring Plan includes recapitalization and subsidiary divestiture; Plan Backed By $1.25 billion in committed financing

CBRL CBRL CBRL Group, Inc (stock symbol)
CBRL Council for British Research in the Levant (UK) 
 Group, Inc. (the "Company") (Nasdaq: CBRL) today announced that its Board of Directors has unanimously approved a comprehensive plan of strategic initiatives for restructuring the Company with the goal of increasing shareholder value. The plan includes:

--a modified "Dutch Auction Dutch Auction

An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price.

Notes:
The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities.
" tender offer common stock repurchase plan stock repurchase plan

1. See buyback.

2. See self-tender.
 of up to $800 million;

--fully committed senior financing of up to $1.25 billion by Wachovia Securities Wachovia Securities, located in Richmond, Virginia (soon to be moved to St. Louis), is the third largest brokerage firm in the United States as of 2006 with $689 billion retail client assets under management. It is a subsidiary of Wachovia Corporation. , a portion of which will be utilized to fund the tender offer; and

--divestiture of the Company's wholly-owned subsidiary, Logan's Roadhouse Logan's Roadhouse is a chain of restaurants that was founded in 1991, and in 1999 became a wholly owned subsidiary of the publicly held CBRL Group, Inc (which also owns Cracker Barrel). , Inc. ("Logan's"), the proceeds of which could be used to repurchase additional CBRL common stock, to reduce debt, and/or for other general corporate purposes.

"This plan resulted from the strategic review we began last autumn intended to improve the overall performance of the Company and to enhance value for our shareholders," said Chairman, President and Chief Executive Officer Michael A. Woodhouse. "We believe that these initiatives will deliver to our shareholders value formerly not fully recognized by the market.

"The plan provides balance between short term and long term investment goals for shareholders," Woodhouse added. "Those shareholders who have seen the value of their shares increase and who wish now to realize that value will have an opportunity to do so by participating in the modified Dutch Auction tender offer. At the same time, those shareholders who have longer-term goals of continued ownership can participate in the future performance of the Company, including the potential benefit from the reduced number of shares outstanding after the tender offer and the growth in value to be expected in future years as debt is paid down. Although the plan represents significant new indebtedness on the part of the Company, we believe that the cash flow from our Cracker Barrel This article is about the restaurant-and-store chain. For the unrelated company marketing cheeses bearing the "Cracker Barrel" trademark, see Kraft Foods.

Cracker Barrel Old Country Store, Inc.
 Old Country Store ('Cracker Barrel') concept will continue to be strong and more than sufficient to service the debt and finance Cracker Barrel's continued expansion. Furthermore, the committed financing retains our substantial ownership of real estate, preserving continued underlying financial strength, stability and flexibility."

CBRL's financial advisor, Wachovia Securities, assisted in developing the restructuring plan and will arrange and lead a syndicate of banks and financial institutions that will provide the financing. Wachovia Securities will fully underwrite the $1.25 billion financing, and closing of the financing will be subject to negotiation of loan documentation and the satisfaction of customary conditions. The Company anticipates closing on the proposed $1.25 billion financing on or before May 15, 2006. It expects the financing will take the form of an $800 million conventional bank term loan, a $250 million bank revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility, and a $200 million delayed draw term loan, which could be used for a future refinancing of the Company's existing convertible debt. The modified Dutch Auction tender offer is expected to commence in April and terminate at or about the time of the closing of the financing.

The divestiture of Logan's is expected to be completed by the end of the fourth quarter of fiscal 2006 or during the first quarter of fiscal 2007. In compliance with Securities and Exchange Commission rules Securities and Exchange Commission Rules

Rules enacted by the SEC to assist in the regulation of US financial markets.
 and guidelines, the Company will cease reporting Logan's sales in its monthly sales update press releases.

The Company will host a conference call to discuss these transactions at 10:30 a.m. CST CST
abbr.
1. Central Standard Time

2. convulsive shock treatment


CST Central Standard Time

Noun 1.
, Friday, March 17, 2006. The live broadcast of this conference call will be available to the public on-line at investorcalendar.com or cbrlgroup.com today beginning at 10:30 a.m. (CST). The on-line replay will follow immediately and continue for seven days.

Headquartered in Lebanon, Tennessee
For other places with the same name, see Lebanon (disambiguation).


Lebanon is a city in Wilson County, Tennessee, in the United States. The population was 20,235 at the 2000 census.
, CBRL Group, Inc. presently operates 536 Cracker Barrel Old Country Store restaurants and gift shops located in 41 states and 133 company-operated and 24 franchised Logan's Roadhouse restaurants in 20 states.

Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of CBRL Group, Inc. and its subsidiaries and the plans it has proposed to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 established under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance," "outlook," "plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate," "anticipate," "believe," "potential" or "continue" (or the negative or other derivatives of each of these terms) or similar terminology Factors which could materially affect actual results include, but are not limited to: the ability of the Company to execute capital structure or other initiatives intended to enhance long-term shareholder value including the initiatives disclosed in this press release; the ability of the Company to complete the financing necessary to consummate the Dutch Auction tender offer; the ability of the Company to execute a successful divestiture of its Logan's Roadhouse, Inc. subsidiary; changes in capital market conditions that could affect valuations of restaurant companies in general or the Company's goodwill in particular; the effects of incurring substantial indebtedness and associated restrictions on the Company's financial and operating flexibility and ability to execute or pursue its operating plans and objectives; the ability of the Company to retain key personnel during and after the restructuring process; changes in interest rates or capital market conditions affecting the Company's financing costs or ability to obtain financing or execute initiatives; the effects of uncertain consumer confidence, higher costs for energy, consumer debt payments, or general or regional economic weakness, or weather on sales and customer travel, discretionary income Discretionary Income

The amount of an individual's income available for spending after the essentials have been taken care of.

Notes:
Essentials are things like food, clothing, and shelter.
 or personal expenditure activity; the ability of the Company to identify, acquire and sell successful new lines of retail merchandise; competitive marketing and operational initiatives; the ability of the Company to sustain or the effects of plans intended to improve operational execution and performance; the effects of plans intended to promote or protect the Company's brands and products; the effects of increased competition at Company locations on sales and on labor recruiting, cost, and retention; changes in foreign exchange rates affecting the Company's future retail inventory purchases; consumer behavior based on negative publicity or concerns over nutritional or safety aspects of the Company's products or restaurant food in general; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; practical or psychological effects of natural disasters or terrorist acts or war and military or government responses; disruptions to the company's restaurant or retail supply chain; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value Carrying Value

Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt.

Notes:
This is different than market value, as it can be higher or lower depending on the circumstances.
 of those locations; the actual results of pending, future or threatened litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 or governmental investigations and the costs and effects of negative publicity associated with these activities; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire,  ("GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
"); effectiveness of internal controls over financial reporting and disclosure; and other factors described from time to time in the Company's filings with the Securities and Exchange Commission, press releases, and other communications.

Wachovia Securities is the trade name for the corporate, investment banking, capital markets and securities research businesses of Wachovia Corporation and its subsidiaries, including Wachovia Capital Markets, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 (WCM WCM Web Content Management
WCM World Class Manufacturing
WCM Warning Coordination Meteorologist
WCM Wireless Connection Manager
WCM Wavelength Channel Module
WCM Württembergische Cattunmanufaktur (German cotton manufacturer) 
) and Wachovia Securities International Limited. Wachovia Securities is also the trade name for the retail brokerage businesses of WCM's affiliates, Wachovia Securities, LLC, Wachovia Securities Financial Networks, LLC, Wexford Clearing, LLC, and First Clearing, LLC.

Wachovia Capital Markets, LLC, is a U.S. broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
, the National Association of Securities Dealers National Association of Securities Dealers (NASD)

Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market.
, Inc., and the Securities Investor Protection Corp. Wachovia Securities International Limited is a U.K. incorporated investment firm authorized and regulated by the Financial Services Authority The Financial Services Authority ("FSA") is an independent non-departmental public body and quasi-judicial body that regulates the financial services industry in the United Kingdom. Its main office is based in Canary Wharf, London, with another office in Edinburgh. .
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Mar 17, 2006
Words:1399
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