Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (October 2013)
9 slides from Cracker Barrel Old Country Store's proxy contest presentation, Oct 31, 2013
Slide 1: Latest Cracker Barrel Presentation Fails to Dispute Special Dividend
Latest Cracker Barrel | ion Fails to Dispute Special Dividend 31 OCTOBER 2013
Slide 2: Board did not dispute the facts underlying Special Dividend proposal
Board did not dispute the facts underlying Special Dividend proposal Q The Board's offer to purchase Biglari Capital shares and our proposal for a $20 per share Special Dividend both result in the same leverage ratio for Cracker Barrel. (Net Debt has declined and management's expectation of earnings
Slide 3: Confirmation by Omission
Confirmation by Omission What the Board did NOT address in its supplemental presentation: Q The Special Dividend proposal results in the same leverage ratio of 2.7x as the February Board offer to purchase Biglari Capital shares Q The Company's risk profile has improved since the Board offer, as earn
Slide 4: Board does not dispute that leverage is in line with other restaurant companies
Board does not dispute that leverage is in line with other restaurant companies Net Debt !/LTM EBITDA? Real Estate Ownership (%)° Bloomin’ Brands 34 20% We believe Cheesecake Factory 0.6 0% relatively large Denny's 25 2% estat DineEquity 41 6% Teal Gctale: Darden 2.6 49% holdings Brinker Intl 19 22%
Slide 5: The right capital structure is not in dispute
The right capital structure is not in dispute Q We believe that the Board implicitly signaled with its February offer that it agrees with us on the appropriate amount of leverage in the Company's capital structure. Q The Special Dividend proposal results in the same leverage ratio of 2.7x as the Feb
Slide 6: Cracker Barrel cites analysts who exhibit faulty views about value creation
value creation Alarming to find Cracker Barrel cites analysts who exhibit faulty views about Cracker Barrel cites analysts who appear to exhibit fundamental lack of understanding ~The dilutive EPS effect from a special dividend contrasts sharply with the accretive EPS effect of a major ‘share repurc
Slide 7: The Board does not refute the customer traffic data we presented
The Board does not refute the customer traffic data we presented “The Company has increased customer traffic growth for seven consecutive quarters.” Cracker Barrel Investor Presentation Addendum. October 29, 2013 Fact Cracker Barrel has exhibited decelerating customer traffic growth rate in 4 out of
Slide 8: Cracker Barrel fails to defend return on new store investment
Cracker Barrel fails to defend return on new store investment Q Cracker Barrel criticizes our focus on return on invested capital for stores opened between 2004 and 2009. Q Yetthe Company has only provided data regarding returns on new store investment for the 2004-2009 timeframe. Q Cracker Barrel s
Slide 9: Vote for the $20 Special Dividend
Vote for Special Dividend proposal Q Vote fora return of your money before the Board squanders it into low- return projects. We believe the Special Dividend enhances the value of your shares. Q The data we have presented supports a Special Dividend. Q Biglari Capital has offered reasonable settlemen
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