CKE wraps oversubscribed offer, gets tenders for 99% of 11 3/8% notes

By Susanna Moon

Chicago, April 1 - CKE Restaurants, Inc. said holders had tendered $468,962,000 principal amount, or about 99.3%, of its outstanding 11 3/8% senior secured second-lien notes due 2018 by the end of the offer at 11:59 p.m. ET on March 28.

CKE expects to settle the tender offer on April 1.

The company offered to purchase up to $412,122,000 of the notes, and the offer was oversubscribed by the early deadline.

As a result, holders who tendered their notes by the early deadline at 11:59 p.m. ET on March 14 will receive, subject to proration, $1,177.50 in exchange for each $1,000 principal amount of notes.

Those who tendered after that date would receive $1,147.50 per $1,000.

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

Holders had tendered $463,829,000, or 98.24%, of the notes by the early consent deadline at 11:59 p.m. ET on March 14.

There was $472,122,000 of the notes outstanding at the beginning of the offer on March 4.

The company received the needed consents to amend the notes and executed a supplemental indenture to the notes.

As noted before, the company solicited consents to waive and amend some of the covenants in the note indenture and to authorize release of all of the collateral subject to the liens securing the notes.

The company needed consents from holders of a majority of the notes to amend the indenture and from holders of two-thirds to release the collateral.

Holders who tendered were deemed to have given their consents, and holders could not deliver consents without tendering.

The tender was subject to conditions, including the refinancing of substantially all existing debt of CKE Restaurants and its parent, CKE Inc., including the 11 3/8% notes and the parent company's 10½%/11¼% senior PIK toggle notes due 2016, and the termination of the company's current senior secured revolving credit facility.

CKE previously said it expected to redeem $60 million of the notes on July 15 at a price of 103.

Barclays is the dealer manager (800 438-3242 or call collect 212 528-7581). D.F. King & Co., Inc. is information agent (212 269-5550 for brokers and banks, 800 290-6426 for all others).

CKE is a Carpinteria, Calif., restaurant operator.

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