NEW YORK--(BUSINESS WIRE)--
Carrols Restaurant Group, Inc. (NASDAQ: TAST), the parent company of
Carrols Corporation, and Carrols Corporation announced today that
Carrols Corporation has received the requisite tenders and consents from
holders of its 9% Senior Subordinated Notes due 2013 to amend the
indenture governing such Notes. Carrols Corporation commenced its cash
tender offer and consent solicitation relating to the Notes pursuant to
an Offer to Purchase and Consent Solicitation Statement, dated July 22,
2011, and a related Consent and Letter of Transmittal, which more fully
set forth the terms and conditions of the tender offer and consent
solicitation. The consent solicitation expired at 5:00 p.m., New York
City time, on Thursday, August 4, 2011. Tenders may no longer be
withdrawn and consents may no longer be revoked. As of expiration of the
consent solicitation, holders of approximately $118,366,000 of Notes,
representing 71.74% of the outstanding principal amount of the Notes,
had tendered their Notes and consented to the proposed amendments to the
indenture governing the Notes.
Carrols Corporation and The Bank of New York Mellon, the trustee under
the indenture governing the Notes, will enter into a supplemental
indenture that will amend the indenture. The supplemental indenture will
become effective upon execution by Carrols Corporation and The Bank of
New York Mellon. The proposed amendments become operative when the Notes
that have been validly tendered on or prior to the expiration of the
consent solicitation are accepted for payment and paid for by Carrols
Corporation pursuant to the terms of the tender offer. The proposed
amendments will, among other things, eliminate a significant portion of
the restrictive covenants in the indenture and eliminate certain events
of default. When the proposed amendments to the indenture become
operative, they will be binding upon the holders of Notes not tendered
into the tender offer.
The tender offer and consent solicitation continue to be subject to the
satisfaction of certain conditions, including (i) the Financing
Condition, which requires (a) the consummation of the offer and sale of
newly issued Senior Secured Second Lien Notes of Fiesta Restaurant
Group, Inc., a wholly-owned subsidiary of Carrols Corporation, in the
principal amount of at least $200,000,000; (b) the completion of a new
first lien revolving credit facility of Fiesta Restaurant Group, Inc.;
and (c) completion of a new senior secured credit facility of Carrols
LLC, a wholly-owned subsidiary of Carrols Corporation, and (ii) the
Supplemental Indenture Condition, which requires the execution of the
supplemental indenture implementing the proposed amendments.
Wells Fargo Securities is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation. The depositary
and information agent for the tender offer is D.F. King & Co. Questions
regarding the tender offer and consent solicitation may be directed to
Wells Fargo Securities, Liability Management Group, at (866) 309-6316
(toll free) or (704) 715-8341 (collect). Requests for copies of the
Offer to Purchase and Consent Solicitation Statement or other tender
offer materials may be directed to D.F. King & Co., telephone number
(800) 431-9645 (toll free) and (212) 269-5550 (for banks and brokers).
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes. This
press release also is not a solicitation of consents to the proposed
amendments to the indenture. The tender offer and consent solicitation
are being made solely by means of the tender offer and consent
solicitation documents, including the Offer to Purchase and Consent
Solicitation Statement, dated July 22, 2011, and the related Consent and
Letter of Transmittal, that Carrols Corporation is distributing to
holders of Notes. The tender offer and consent solicitation are not
being made to holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
ABOUT CARROLS RESTAURANT GROUP, INC.
Carrols Restaurant Group, Inc., operating through its subsidiaries,
including Carrols Corporation, is one of the largest restaurant
companies in the United States. The Company operates three restaurant
brands in the quick-casual and quick-service restaurant segments with
550 company-owned and operated restaurants in 16 states as of July 3,
2011, and 35 franchised restaurants in the United States, Puerto Rico,
Ecuador, Honduras, Trinidad, Venezuela and the Bahamas. Carrols
Restaurant Group owns and operates two Hispanic Brand restaurants, Pollo
Tropical and Taco Cabana. It is also the largest Burger King franchisee,
based on number of restaurants, and has operated Burger King restaurants
since 1976.
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 the Company'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 or plans, (including, without limitation, the
Company's consideration of a potential spin-off transaction) 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, Inc.'s and
Carrols Corporation's filings with the Securities and Exchange
Commission.
Investor Relations:
Carrols Restaurant Group, Inc.
800-348-1074,
ext. 3333
Source: Carrols Restaurant Group, Inc.
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