Carrols begins tender offer, consent bid for $165 million of 9% notes

By Susanna Moon

Chicago, July 22 - Carrols Restaurant Group, Inc. said its subsidiary Carrols Corp. began a cash tender offer and consent solicitation for its $165 million outstanding principal amount of 9% senior subordinated notes due 2013.

The total payment will be $1,003.75 for each $1,000 principal amount of notes tendered by the consent deadline of 5 p.m. ET on Aug. 4, which includes a consent payment of $30.00 per $1,000 principal amount.

Holders who tender their notes after the consent date but by the expiration of the offer at midnight ET on Aug. 18 will receive $973.75 per $1,000 principal amount.

The company also will pay accrued interest to but not including the payment date.

Tendered notes may not be withdrawn after the consent deadline.

Carrols is seeking consents to amend the notes to "eliminate a significant portion of the restrictive covenants in the indenture and eliminate certain events of default," according to a company press release.

Adoption of the proposed amendments requires consents from holders of at least a majority of the outstanding principal amount of notes. The amendments will become operative when those notes have been accepted for payment.

Holders who tender their notes must consent to the proposed amendments, and holders may not deliver consents without tendering their notes.

The tender offer and consent solicitation are conditioned on receiving tenders of at least a majority of outstanding notes and the execution of a supplemental indenture. There is also a financing condition that requires the issue of at least $200 million of senior secured second-lien notes and a new first-lien revolving credit facility by Fiesta Restaurant Group, Inc., a wholly owned subsidiary of Carrols Corp., as well as a new senior secured credit facility of Carrols LLC, a wholly owned subsidiary of Carrols Corp.

Wells Fargo Securities (866 309-6316 or collect 704 715-8341) is the dealer manager and solicitation agent. D.F. King & Co. (800 431-9645 or for banks and brokers 212 269-5550) is the depositary and information agent.

Carrols operates three restaurant brands in the quick-casual and quick-service restaurant segments and is based in Syracuse, N.Y. It is the parent company of Carrols Corp.

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