UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 6, 2017
CABELA’S INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-32227 | 20-0486586 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Cabela Drive, Sidney, Nebraska 69160
(Address of Principal Executive Offices) (Zip Code)
(308) 254-5505
(Registrant’s telephone number, including area code)
Not applicable
(Registrant’s former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On September 6, 2017, Cabela’s Incorporated, a Delaware corporation (the “Company”), was notified that the Board of Governors of the Federal Reserve (the “FRB”) has approved the previously announced sale of the assets and liabilities of the Company’s wholly owned bank subsidiary, World’s Foremost Bank (“WFB”), to Synovus Bank, a Georgia state member bank (“Synovus”).
As previously disclosed, on October 3, 2016, the Company entered into an Agreement and Plan of Merger, by and among the Company, Bass Pro Group, LLC, a Delaware limited liability company (“Parent”), and Prairie Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), which was amended by the Amendment to Agreement and Plan of Merger, dated as of April 17, 2017 (and as further amended from time to time, the “Merger Agreement”). The Merger Agreement provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the “Merger”).
All regulatory approvals required for the consummation of the Merger and the related transactions contemplated by the Framework Agreement, dated as of April 17, 2017, by and among the Company, WFB, Synovus and Capital One Bank (USA), National Association, a national banking association, have now been received. Pursuant to the FRB’s order, the parties cannot close the transactions earlier than September 21, 2017. The parties expect to close the transactions on or within a few days following that date. The Company expects in the near future to issue a further communication regarding the specific expected closing date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CABELA’S INCORPORATED | ||||||
| September 7, 2017 | By: | /s/ Ralph W. Castner | ||||
| Name: | Ralph W. Castner | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||