RARE gets needed consents from holders of 2.5% convertibles

By Susanna Moon

Chicago, Sept. 24 - RARE Hospitality International, Inc. said it received the required consents in the consent solicitation for its 2.5% convertible senior notes due 2026.

RARE sought consents from holders of its 2.5% convertibles to terminate the related registration rights agreement for any reason without further consent and to amend certain provisions regarding disclosure of information.

The issuer said it would enter into a supplemental indenture and an amendment to the registration rights agreement.

The solicitation was extended until 5 p.m. ET on Friday. The solicitation previously was set to end on Sept. 19 and, prior to that, Sept. 12.

Holders who tendered by Sept. 19 were to receive a consent fee of $2.50 per $1,000 principal amount of notes.

As already reported, Surf & Turf Merger Corp., a wholly owned subsidiary of Darden Restaurants, Inc., began a tender offer to acquire all outstanding shares of RARE at a price of $38.15 per share in cash.

The receipt of consents is not a condition to the tender offer for RARE common stock. Consents, however, will only be effective upon a fundamental change, which includes the Darden's acceptance of at least 50% of RARE's stock.

Georgeson Inc. (888 605-8348 or call collect 212 440-9800) is the information agent. Lehman Brothers Inc. (call collect 212 526-7759) is the solicitation agent.

Atlanta-based RARE owns, operates and franchises 317 restaurants. Darden, based in Orlando, Fla., owns and operates about 1,400 restaurants.

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