Landry's ends going-private deal, keeps alternative financing to refinance senior notes

By Lisa Kerner

Charlotte, N.C., Jan. 12 - Landry's Restaurants, Inc. terminated its previously announced going-private transaction due to "unusual circumstances" with its lenders and the Securities and Exchange Commission, it was announced on Monday.

The lead lenders in the deal, Jefferies Funding LLC, Jefferies & Co., Inc., Jefferies Finance LLC and Wells Fargo Foothill would not allow Landry's to disclose to the SEC confidential information contained in its commitment letter issued to the company, Fertitta Holdings, Inc. and Fertitta Acquisition Co., Landry's said.

According to Landry's, it is pursuing alternative financing, also under the commitment letter with the lead lenders, to refinance its existing approximately $400 million in senior notes.

By not disclosing the information in order to keep its alternative financing, Landry's said it was unable to comply with a condition of the merger agreement requiring distribution of an SEC-approved proxy statement to its shareholders.

Neither Fertitta nor Landry's, a Houston-based restaurant company, is obligated to make payments to one another as a result of the termination.

The termination does not affect Landry's existing tender offers for its outstanding 9½% notes and 7½% notes.

Landry's said it expects to complete the refinancing before the end of February.

In June 2008, Landry's announced it agreed to be acquired by chairman, president and chief executive officer Tilman J. Fertitta through Fertitta Holdings for $21 cash per share in a transaction valued at about $1.3 billion.

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