Fiesta Restaurant takes in tenders for 61.3% of 8 7/8% notes so far

By Toni Weeks

San Luis Obispo, Calif., Nov. 26 - Fiesta Restaurant Group, Inc. said it took in tenders for about $122.7 million, or 61.3%, of its $200 million outstanding principal amount of 8 7/8% senior secured second-lien notes due 2016 by 5 p.m. ET on Nov. 25, the early deadline for the company's tender offer for the notes.

The total purchase price will be $1,062.50 for each $1,000 principal amount of notes tendered by the early tender date. The total payment includes a consent payment of $30.00 per $1,000 principal amount. Settlement for notes tendered by the early deadline was scheduled to occur Nov. 26.

Those who tender after the early tender date will receive the tender offer payment of $1,032.50.

The tender offer will end at 12:01 a.m. ET on Dec. 11.

The company also will pay accrued interest up to but excluding the payment date.

Tendered notes may no longer be withdrawn nor consents revoked.

The company simultaneously solicited consents to amend the notes to eliminate a significant portion of the restrictive covenants, eliminate events of default, release all of the collateral securing the obligations of Fiesta and the subsidiary guarantors under the notes and amend the number of days required to send notification prior to a redemption date, according to a press release.

Holders who tendered their notes were required to consent to the proposed amendments, and holders could not deliver consents to the proposed amendments without tendering their notes.

The proposed amendments required the consent from holders of at least a majority of the outstanding notes, which has been satisfied, and the amendments have become effective, according to a press release.

The tender offer and consent solicitation continue to be subject to a financing condition, which requires the completion of a public offering of up to $100 million of Fiesta's common stock; that condition has been complied with. A second condition, the completion of a new senior secured revolving credit facility of Fiesta, has been waived. A documentation condition, which requires a supplemental indenture implementing amendments, was satisfied when notes tendered by the early deadline were purchased.

The company said in a previous press release that the amendment to release all of the collateral securing the obligations of Fiesta and the subsidiary guarantors under the notes would require consents representing at least 66 2/3% of the outstanding notes, a percentage which has not been reached.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760 collect) is the dealer manager and solicitation agent. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. (800 431-9645 and 212 269-5550 for banks and brokers or by e-mail at fiesta@dfking.com).

Fiesta is a restaurant chain based in Addison, Texas.

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