06/10/2021 | Press release | Distributed by Public on 06/10/2021 05:22
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Delaware
(State or other jurisdiction of incorporation or organization) |
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51-0340466
(I.R.S. Employer Identification Number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
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Title of each class of securities to be registered
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Amount to be
registered/proposed maximum offering price per unit/proposed maximum aggregate offering price |
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Amount of
registration fee |
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Common Stock, par value $.01 per share
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(1)(2)(3)
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| | | | | $ | (4) | | |
Preferred Stock, par value $.01 per share
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(1)(2)(3)
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| | | | | $ | (4) | | |
Debt Securities
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(1)(2)
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| | | | | $ | (4) | | |
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
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| | | | 2 | | |
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THE COMPANY
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| | | | 5 | | |
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RISK FACTORS
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| | | | 6 | | |
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USE OF PROCEEDS
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| | | | 7 | | |
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DESCRIPTION OF CAPITAL STOCK
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| | | | 8 | | |
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DESCRIPTION OF DEBT SECURITIES
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| | | | 10 | | |
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GLOBAL SECURITIES
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| | | | 17 | | |
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PLAN OF DISTRIBUTION
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| | | | 21 | | |
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LEGAL MATTERS
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| | | | 22 | | |
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EXPERTS
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| | | | 22 | | |
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SEC registration fee
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| | | $ | (1)(2) | | |
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FINRA filing fee
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| | | $ | (2) | | |
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The Nasdaq Global Select Market supplemental listing fee
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| | | $ | (2) | | |
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Printing expenses
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| | | $ | (2) | | |
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Legal fees and expenses
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| | | $ | (2) | | |
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Accounting fees and expenses
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| | | $ | (2) | | |
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Blue Sky, qualification fees and expenses
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| | | $ | (2) | | |
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Transfer agent fees and expenses
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| | | $ | (2) | | |
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Trustee fees and expenses
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| | | $ | (2) | | |
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Miscellaneous
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| | | $ | (2) | | |
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Total
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| | | $ | (1)(2) | | |
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Exhibit
Number |
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Description
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| 4.4* | | | Certificate of Designations of The Cheesecake Factory Incorporated, dated April 20, 2020. | |
| 4.5 | | |
Form of Indenture.
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| 4.6* | | | Form of Note. | |
| 5.1 | | |
Opinion of Latham & Watkins LLP.
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| 23.1 | | |
Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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| 23.2 | | |
Consent of KPMG LLP, independent registered public accounting firm.
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| 24.1 | | |
Powers of Attorney (incorporated by reference to the signature page hereto).
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| 25.1 | | |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the indenture filed as Exhibit 4.5 above.
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SIGNATURE
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TITLE
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DATE
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/s/ DAVID OVERTON
David Overton
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| | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | |
June 10, 2021
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/s/ MATTHEW E. CLARK
Matthew E. Clark
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| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
June 10, 2021
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/s/ CHERYL M. SLOMANN
Cheryl M. Slomann
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| | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | |
June 10, 2021
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/s/ EDIE A. AMES
Edie A. Ames
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| | Director | | |
June 10, 2021
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/s/ ALEXANDER L. CAPPELLO
Alexander L. Cappello
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| | Director | | |
June 10, 2021
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SIGNATURE
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TITLE
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DATE
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/s/ PAUL D. GINSBERG
Paul D. Ginsberg
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| | Director | | |
June 10, 2021
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/s/ JEROME I. KRANSDORF
Jerome I. Kransdorf
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| | Director | | |
June 10, 2021
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/s/ JANICE L. MEYER
Janice L. Meyer
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| | Director | | |
June 10, 2021
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/s/ LAURENCE B. MINDEL
Laurence B. Mindel
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| | Director | | |
June 10, 2021
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/s/ DAVID B. PITTAWAY
David B. Pittaway
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| | Director | | |
June 10, 2021
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/s/ HERBERT SIMON
Herbert Simon
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| | Director | | |
June 10, 2021
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