Landry's Restaurants begins tender offers, consent solicitations for 9½%, 7½% notes

By Angela McDaniels

Tacoma, Wash., Dec. 23 - Landry's Restaurants, Inc. began separate cash tender offers to purchase its $395.66 million outstanding 9½% senior notes due 2014 and its $4.34 million outstanding 7½% senior notes due 2014, according to a company news release.

The company is also soliciting consents to amend the indentures governing the notes to eliminate substantially all of the restrictive covenants and some events of default.

The consent payment deadline is 5 p.m. ET on Jan. 9, and the tender offers will expire at 5 p.m. ET on Jan. 26.

The company is offering $1,010 for each $1,000 principal amount of notes, which includes a consent payment of $5 for each note tendered by the consent payment deadline. The company will also pay accrued interest up to but excluding the payment date, which Landry's expects to occur promptly following the expiration date.

Holders who tender their notes must consent to the proposed amendments.

Holders who tender their 9½% notes may also exercise their put option. Those who exercise this put option but do not tender their 9½% notes under the tender offer will not receive the purchase price until the purchase date, which will be no earlier than Feb. 28, the company explained.

Each tender offer is conditioned on, among other things, the receipt of tenders from holders of at least a majority of the notes, the receipt of the consents needed to amend the indentures and the consummation of either (a) the merger with Fertitta Holdings, Inc. and the related debt financing or (b) the alternative debt financing contemplated by the debt commitment letter entered into in connection with the merger agreement.

The tender agent is U.S. Bank NA, and the information agent is Innisfree M&A Inc. (888 750-5834 or 212 750-5833).

Landry's is a restaurant, hospitality and entertainment company based in Houston.

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