Form 8-K CARROLS RESTAURANT GROUP For: Apr 15
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 15, 2015
___________________
Carrols Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
___________________
Delaware | 001-33174 | 16-1287774 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
968 James Street Syracuse, New York | 13203 | |
(Address of principal executive office) | (Zip Code) | |
Registrant’s telephone number, including area code (315) 424-0513 | ||
N/A | ||
(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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 15, 2015, Carrols Restaurant Group issued a press release, the entire text of which is attached as Exhibit 99.1 and is incorporated by reference herein.
On April 15, 2015, Carrols Restaurant Group issued a press release, the entire text of which is attached as Exhibit 99.2 and is incorporated by reference herein.
In upcoming presentations, Carrols Restaurant Group will be providing certain information with respect to, among other things, the expected entry by Carrols Restaurant Group into an amendment to the Credit Agreement (as amended, the "Amended Senior Credit Facility") dated as of May 30, 2012, as amended on December 19, 2014, among Carrols Restaurant Group, as borrower, the subsidiaries party thereto, as guarantors, the lenders party thereto, as lenders and Wells Fargo Bank, National Association, as administrative agent and a lender. The Amended Senior Credit Facility is expected to provide for aggregate revolving credit borrowings of $30.0 million, an increase of $10.0 million from the current capacity for revolving credit borrowings of $20.0 million (including $20.0 million available for letters of credit, an increase of $5.0 million from the current capacity for letters of credit of $15.0 million), have a five year maturity, permit potential incremental increases in revolving credit borrowings of up to $25.0 million, amend certain financial ratios which Carrols Restaurant Group must maintain and reduce the interest rate for revolving credit borrowings under the Amended Senior Credit Facility to, at Carrols Restaurant Group's option, (i) the alternate base rate plus the applicable margin of 2.0% to 2.75% based on our total lease adjusted leverage ratio, or (ii) the LIBOR rate plus the applicable margin of 3.0% to 3.75% based on Carrols Restaurant Group's total lease adjusted leverage ratio (all as defined under the Amended Senior Credit Facility). As the final terms of the Amended Senior Credit Facility have not been agreed upon, the final terms may differ from those set forth herein.
Except for the historical information contained herein, 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 | Carrols Restaurant Group Press Release, dated April 15, 2015. |
99.2 | Carrols Restaurant Group Press Release, dated April 15, 2015. |
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.
CARROLS RESTAURANT GROUP, INC.
Date: April 15, 2015
By: | /s/ Paul R. Flanders |
Name: | Paul R. Flanders |
Title: | Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
CARROLS RESTAURANT GROUP, INC. COMMENCES CASH TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING 11.25% SENIOR SECURED SECOND LIEN NOTES DUE 2018
SYRACUSE, New York. April 15, 2015 - Carrols Restaurant Group, Inc. ("Carrols" or the "Company") (NASDAQ: TAST), the largest Burger King® franchisee in the United States, based on number of restaurants, announced today that it has commenced an offer to purchase for cash any and all of the $150 million outstanding principal amount of its 11.25% Senior Secured Second Lien Notes due 2018 (CUSIP Nos. 14574XAB0 and US14574XAB01) (the “Notes”). In conjunction with the tender offer, Carrols is soliciting consents to effect certain proposed amendments to the indenture governing the Notes and certain security documents. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 15, 2015, and a related Consent and Letter of Transmittal, which set forth the terms and conditions of the offer and consent solicitation in full detail.
The tender offer will expire at 11:59 p.m., New York City time, on May 12, 2015, unless the tender offer is extended or earlier terminated (the “Expiration Date”). The total consideration to be paid for each $1,000 principal amount of the Notes tendered prior to 5:00 p.m., New York City time, on April 28, 2015 (such date and time, as may be extended, the “Consent Date”), and not validly withdrawn, will be $1,063.75. The total consideration includes a consent payment of $30.00 per $1,000 principal amount, which is payable only to holders who tender their Notes and validly deliver their consents prior to the Consent Date. Holders who tender their Notes after the Consent Date, but on or prior to the Expiration Date, will receive the tender offer consideration of $1,033.75, which is the total consideration minus the consent payment. Tendering holders will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date. The tender offer and consent solicitation includes an early settlement option so that holders whose Notes are validly tendered prior to the Consent Date and accepted for purchase could receive payment on an initial payment date, which is expected to be as early as April 29, 2015. Tendered Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on April 28, 2015.
The proposed amendments to the indenture governing the Notes would, 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. Adoption of the proposed amendments to the indenture requires the consent of the holders of at least a majority of the aggregate outstanding principal amount of the Notes (the "Requisite Consents"), or in the case of the amendment to release all of the collateral securing the obligations of Carrols and the guarantors under the Notes, of at least 66 ⅔% in aggregate principal amount outstanding of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The proposed amendments to the indenture will not become operative, however, until at least a majority in aggregate principal amount outstanding of the Notes, or in the case of the amendment to release all of the collateral securing the obligations of Carrols and the guarantors under the Notes, at least 66 ⅔% in aggregate principal amount outstanding of the Notes, whose holders have delivered consents to the proposed amendments have been accepted for payment.
The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including (i) the Minimum Tender Condition, which requires that the receipt of the Requisite Consents must have been obtained; (ii) the Financing Condition, which requires (a) the consummation of the private offering and sale of newly issued Senior Secured Second Lien Notes of Carrols, in the principal amount of at least $200,000,000;
and (b) Carrols' entry into an amendment to its Credit Agreement dated as of May 30, 2012, as amended on December 19, 2014, among Carrols, the guarantors a party thereto, the lenders a party thereto and Wells Fargo Bank, National Association, as administrative agent and a lender; and (iii) the Documentation Condition, which requires that the supplemental indenture implementing the proposed amendments must have been executed (other than the proposed amendments to the indenture and certain security documents relating to the release of all of the collateral securing the obligations of Carrols and the guarantors).
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 [email protected].
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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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.
Exhibit 99.2
FOR IMMEDIATE RELEASE
Investor Relations:
800-348-1074, ext. 3333
Carrols Restaurant Group, Inc. Announces Offering of its
Senior Secured Second Lien Notes
Syracuse, New York. April 15, 2015 - (Businesswire) - Carrols Restaurant Group, Inc. (NASDAQ: TAST) announced today that it plans to offer, in a private placement, senior secured second lien notes due 2022 in the aggregate amount of $200 million. 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. The senior secured second lien notes will be senior secured obligations of Carrols Restaurant Group and will be guaranteed by its subsidiaries.
Carrols Restaurant Group intends to use the net proceeds of the private placement of the senior secured second lien notes (i) to repurchase its outstanding $150 million principal amount of 11.25% senior secured second lien notes due 2018 tendered pursuant to a tender offer (or through a redemption or other repurchase or retirement of any such notes not purchased in a tender offer), (ii) to pay related fees and expenses and (iii) for working capital and general corporate purposes, including for possible future acquisitions and for potential capital expenditures to remodel restaurants.
The senior secured second lien notes of Carrols Restaurant Group 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 senior secured second lien notes of Carrols Restaurant Group 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 requirements.
This press release is for informational purposes only and is not (i) an offer to sell or a solicitation of an offer to purchase the senior secured second lien notes of Carrols Restaurant Group, or (ii) an offer to purchase or a solicitation of an offer to sell, Carrols Restaurant Group's outstanding 11.25% senior secured second lien notes due 2018. This press release also is not a solicitation of consents to the proposed amendments to the indenture.
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