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Published on 2/13/2009 in the Prospect News High Yield Daily.

Landry's Restaurants buys back most of remaining 9½%, 7½% notes in tender offers

By Angela McDaniels

Tacoma, Wash., Feb. 13 - Landry's Restaurants, Inc. said it received tenders and consents for $394.79 million, or 99.8%, of its $395.66 million outstanding 9½% senior notes due 2014 and $3.56 million, or 82%, of its $4.34 million outstanding 7½% senior notes due 2014 during tender offers and consent solicitations that expired on Feb. 13.

Holders received $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, plus accrued interest up to but excluding the payment date.

Landry's paid a total of $408 million including interest, according to a company news release.

The offer began on Dec. 23 and was originally scheduled to end on Jan. 26. The deadline was extended first to Jan. 29 and then to Feb. 13.

By the consent deadline of 5 p.m. ET on Jan. 14, tenders and consents had been received for $391.0 million, or 98.8%, of the 9½% notes and $3.3 million, or 76.9%, of the 7½% notes.

The consents allowed the company to execute supplemental indentures containing amendments that eliminate substantially all of the restrictive covenants and some events of default.

Holders who tendered their notes had to consent to the proposed amendments.

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

Each tender offer was 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 - a transaction that was abandoned after the start of the tender offers - or (b) the alternative debt financing contemplated by the debt commitment letter entered into in connection with the merger agreement.

On Friday, the company announced that it closed on a $295.5 million offering of 14% senior secured notes due 2011 and a $215.6 million amended and restated senior secured credit facility, which includes a $50 million revolving credit line and a $165.6 million term loan.

The proceeds were used to fund the tender offer.

The tender agent was U.S. Bank NA, and the information agent was 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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