Fiesta gets no more tenders for 8 7/8% notes; tally stands at 61.3%

By Susanna Moon

Chicago, Dec. 11 - Fiesta Restaurant Group, Inc. said it received no additional tenders in the offer for its $200 million outstanding principal amount of 8 7/8% senior secured second-lien notes since the early tender tally.

The company settled tenders on Nov. 26 for $122,701,000, or 61.3%, of the notes tendered by 5 p.m. ET on Nov. 25, the early tender date.

Fiesta also called the $77,299,000 principal amount of notes that remain outstanding after the offer for redemption on Dec. 16, according to a company press release.

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

The total purchase price was $1,062.50 for each $1,000 principal amount of notes tendered by the early tender date. The total payment included a consent payment of $30.00 per $1,000 principal amount.

Those who tendered after the early tender date would have received the tender offer payment of $1,032.50.

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

The company 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.

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.

The tender offer and consent solicitation were subject to a financing condition, which required completion of a public offering of up to $100 million of Fiesta's common stock; that condition has been satisfied. A second condition, the completion of a new senior secured revolving credit facility of Fiesta, was 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 that was not reached.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760 collect) was the dealer manager and solicitation agent. The tender agent and information agent for the tender offer was 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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