SYRACUSE, N.Y.--(BUSINESS WIRE)--
Carrols Restaurant Group, Inc. (NASDAQ:TAST) ("Carrols Restaurant
Group") announced today that it plans to offer, in a private placement,
8.00% Senior Secured Second Lien Notes due 2022 in the aggregate amount
of $50 million (the "new notes"). The new notes will be issued as
additional notes under the indenture, dated April 29, 2015 (the
"indenture"), pursuant to which Carrols Restaurant Group previously
issued $200 million aggregate principal amount of 8.00% Senior Secured
Second Lien Notes due 2022 (the "existing notes" and, together with the
new notes, the "senior secured second lien notes"). If the offering of
the new notes is consummated, Carrols Restaurant Group will have $250
million aggregate principal amount of senior secured second lien notes
The new notes are expected to be treated as a single series with the
existing notes and will have the same terms as the existing notes (other
than the issue date and issue price) except that the new notes (i) will
be subject to a separate registration rights agreement, (ii) will accrue
additional interest in certain circumstances if we do not consummate an
exchange offer required under such registration rights agreement, (iii)
will be subject to restrictions on transfer and (iv) will be issued
initially under CUSIP numbers different from the existing notes. The new
notes and the existing notes will vote as one class under the indenture.
Holders who exchange their new notes in a registered exchange offer
required pursuant to the registration rights agreement will receive
registered notes that are expected to share a single CUSIP number with
the existing notes, and it is expected that such registered notes and
the existing notes will thereafter be fungible. Prior to that, the new
notes will trade separately from the existing notes.
Carrols Restaurant Group is the largest U.S. Burger King® franchisee
based on the number of restaurants and has owned and operated Burger
King restaurants since 1976. In connection with the offering of the new
notes, Carrols Restaurant Group has entered into an amendment to its
existing senior credit facility to permit the issuance of the new notes.
Carrols Restaurant Group intends to use the net proceeds of the private
placement of the new notes (i) to repay outstanding revolving credit
borrowings under its senior credit facility, (ii) to pay related fees
and expenses and (iii) for working capital and general corporate
purposes, including for possible future acquisitions.
The new notes will be offered only to persons reasonably believed to be
qualified institutional buyers under Rule 144A of the Securities Act of
1933, as amended (the "Securities Act"), and to non-U.S. persons in
transactions outside the United States under Regulation S under the
Securities Act. The new notes will not be registered under the
Securities Act and may not be offered or sold in the U.S. or to U.S.
persons absent registration or an applicable exemption from registration
This press release is being issued pursuant to and in accordance with
Rule 135(c) under the Securities Act. This press release is for
informational purposes only and is not an offer to sell or a
solicitation of an offer to purchase the senior secured second lien
notes of Carrols Restaurant Group.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this news release,
the matters addressed are forward-looking statements. Forward-looking
statements, written, oral or otherwise made, represent Carrols
Restaurant Group's expectation or belief concerning future events.
Without limiting the foregoing, these statements are often identified by
the words "may", "might", "believes", "thinks", "anticipates", "plans",
"expects", "intends" or similar expressions. In addition, expressions of
our strategies, intentions, plans or guidance are also forward-looking
statements. Such statements reflect management's current views with
respect to future events and are subject to risks and uncertainties,
both known and unknown. You are cautioned not to place undue reliance on
these forward-looking statements as there are important factors that
could cause actual results to differ materially from those in
forward-looking statements, many of which are beyond our control.
Investors are referred to the full discussion of risks and uncertainties
as included in Carrols Restaurant Group's filings with the Securities
and Exchange Commission.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170620005901/en/
Carrols Restaurant Group, Inc.
Source: Carrols Restaurant Group, Inc.
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