SYRACUSE, N.Y.--(BUSINESS WIRE)--
Carrols Restaurant Group, Inc. ("Carrols" or the "Company")
(NASDAQ:TAST), the largest Burger King® franchisee in the United States,
based on number of restaurants, today announced that Carrols has
received the requisite tenders and consents from holders of its 11.25%
Senior Secured Second Lien Notes due 2018 (the "Notes") to amend the
indenture governing such Notes and certain security documents entered
into with respect to the Notes. On April 15, 2015, Carrols commenced its
cash tender offer and consent solicitation relating to the Notes
pursuant to an Offer to Purchase and Consent Solicitation Statement,
dated April 15, 2015, 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 Tuesday, April 28, 2015. Tenders may no longer be
withdrawn and consents may no longer be revoked. Holders who tender
after 5:00 p.m.New York City time, on Tuesday, April 28, 2015 will not
be entitled to the consent payment. As of the expiration of the consent
solicitation, holders of $145,500,000 of Notes, representing 97% of the
outstanding principal amount of the Notes, had tendered their Notes and
consented to the proposed amendments to the indenture governing the
Notes and certain security documents entered into with respect to the
Notes.
Carrols and The Bank of New York Mellon Trust Company, N.A., the trustee
under the indenture governing the Notes, have entered into a
supplemental indenture that amends the indenture and certain security
documents. The supplemental indenture became effective upon execution by
Carrols and The Bank of New York Mellon Trust Company, N.A. on April 29,
2015. The amendments became operative when the Notes that had been
validly tendered on or prior to the expiration of the consent
solicitation were accepted for payment and paid for by Carrols pursuant
to the terms of the tender offer on April 29, 2015. The amendments,
among other things, eliminate a significant portion of the restrictive
covenants, eliminate certain events of default, release all of the
collateral securing the obligations of Carrols and the guarantors under
the Notes and amend the number of days prior to any redemption date that
Carrols must send a notice of redemption. The amendments to the
indenture are binding upon the holders of Notes not tendered into the
tender offer. The tender offer and consent solicitation expires at 11:59
p.m., New York City time, on May 12, 2015.
Wells Fargo Securities, LLC is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation. The tender
agent and information agent for the tender offer is D.F. King & Co.,
Inc. 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) 410-4760 (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., Inc.,
telephone number (866) 829-0541 (toll free) and (212) 269-5550 (for
banks and brokers) or by e-mail at carrols@dfking.com.
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 April 15, 2015, and the related Consent
and Letter of Transmittal, that Carrols 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. is the largest BURGER KING® franchisee in
the United States with 663 restaurants as of March 31, 2015 and has
operated BURGER KING® restaurants since 1976. For more information on
Carrols, please visit the company's website at www.carrols.com.
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'
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' 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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