The Cheesecake Factory Announces Expiration of Shareholder’s Rights Agreement

August 6, 2018

CALABASAS HILLS, Calif.--(BUSINESS WIRE)--Aug 6, 2018--The Cheesecake Factory Incorporated (NASDAQ: CAKE) announced today that the Company’s Shareholder’s Rights Agreement (the “Rights Agreement”) expired at the close of business on August 4, 2018, effectively terminating the Company’s preferred stock purchase rights.

In connection with the expiration of the Rights Agreement, the Company will be taking routine actions to voluntarily delist the related preferred stock purchase rights from the Nasdaq Global Select Stock Market because they have terminated. Because of the termination of the preferred stock purchase rights, no arrangements for listing and/or registration on another national securities exchange or for their quotation in a quotation medium will be made. The Company will subsequently file to voluntarily deregister the preferred stock purchase rights under the Securities Exchange Act of 1934, as amended.

The Company also will file a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate the designation of 150,000 shares of Series A Junior Participating Cumulative Preferred Stock issuable in connection with the exercise of the preferred stock purchase rights, with the 150,000 shares being returned to authorized but undesignated shares of the Company’s preferred stock.

These actions will have no effect on the Company’s common stock, and stockholders will not be required to take any action as a result of the expiration of the Rights Agreement or the elimination of the Series A Junior Participating Cumulative Preferred Stock.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept. The Company, through its subsidiaries, owns and operates 213 full-service, casual dining restaurants throughout the U.S.A., including Puerto Rico, and Canada, comprised of 198 restaurants under The Cheesecake Factory ® mark; 13 restaurants under the Grand Lux Cafe ® mark; and two restaurants under the RockSugar Southeast Asian Kitchen ® mark. Internationally, 21 The Cheesecake Factory ® restaurants operate under licensing agreements. The Company’s bakery division operates two bakery production facilities, in Calabasas Hills, CA and Rocky Mount, NC, that produce quality cheesecakes and other baked products for its restaurants, international licensees and third-party bakery customers. In 2018, the Company was named to the FORTUNE Magazine “100 Best Companies to Work For ® ” list for the fifth consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com.

FORTUNE and FORTUNE 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license. From FORTUNE Magazine, March 1, 2018 ©2018 Time Inc. Used under license. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including uncertainties related to the Company’s ability to: deliver comparable sales growth; provide a differentiated experience to guests; outperform the casual dining industry and increase its market share; leverage sales increases and manage flow through; manage through cost pressures, including increasing wage rates, group medical insurance costs and legal expenses, and stabilize margins; grow earnings; remain relevant to consumers; attract and retain qualified management and other staff; manage risks associated with the magnitude and complexity of regulations in the states and municipalities where the Company’s restaurants are located; increase shareholder value; find suitable sites and manage increasing construction costs; profitably expand its concepts domestically and in Canada, and work with its licensees to expand its concept internationally; support the growth of North Italia and Flower Child restaurants; develop the Social Monk Asian Kitchen fast casual concept; expand consumer packaged goods licensing revenue; utilize its capital effectively and continue to increase cash dividends and repurchase its shares; and factors outside of the Company’s control including: economic and political conditions that impact consumer confidence and spending; impact of recently enacted tax reform; acceptance and success of The Cheesecake Factory in international markets; acceptance and success of the North Italia and Flower Child restaurants and the Social Monk Asian Kitchen fast casual concept; the risks of doing business abroad through Company-owned restaurants and/or licensees; foreign exchange rates and potential changes in NAFTA and cross border taxation; changes in unemployment rates; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants are located; the economic health of suppliers, licensees, vendors and other third parties providing goods or services to the Company; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under the control of government agencies, landlords and other third parties; the risks, costs and uncertainties associated with opening new restaurants; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. Forward-looking statements speak only as of the dates on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.

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CONTACT: The Cheesecake Factory Incorporated

Stacy Feit

(818) 871-3000




SOURCE: The Cheesecake Factory Incorporated

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PUB: 08/06/2018 05:15 PM/DISC: 08/06/2018 05:15 PM


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