HOUSTON, April 23 /PRNewswire-FirstCall/ -- Landry's
Restaurants, Inc. (NYSE: LNY) ("Landry's" or the "Company") today
announced that it has priced an offering of an additional
$47.0 million aggregate principal
amount of 11 5/8% senior secured notes due 2015 (the "Additional
Notes"). The Additional Notes will yield net proceeds to the
Company of approximately $49.8
million. The offering of the Additional Notes was led
by Jefferies & Company, Inc., as sole book-running manager.
The Company completed an offering of $406.5 million aggregate principal amount of 11
5/8% senior secured notes due 2015 (the "Initial Notes") on
November 30, 2009. The
Additional Notes have the same terms and will be part of the same
series as the Initial Notes, including being secured and guaranteed
by certain of the Company's subsidiaries. The closing of the
sale of the Additional Notes is expected to occur on April 28, 2010.
The Additional Notes are being offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S
under the Securities Act.
The Company plans to use a portion of the net proceeds of the
Additional Notes to finance the acquisition of all of the stock of
The Oceanaire, Inc. ("Oceanaire") in accordance with a plan of
reorganization submitted by the unsecured creditors of Oceanaire in
the U.S. Bankruptcy court. This plan provided for the sale of
all of the stock of Oceanaire pursuant to an auction process after
the Company submitted a stalking horse bid of $23.6 million and entered into a stock purchase
agreement with Oceanaire. The auction concluded on
April 13, 2010, and the Company was
the successful bidder. Confirmation of the plan is scheduled
for April 26, 2010. If the plan
is confirmed, the Company expects to close the purchase
of Oceanaire's stock shortly thereafter.
The remaining net proceeds, or all of the net proceeds in the
event that the acquisition of Oceanaire is not consummated, will be
used to repay existing revolver balances and for general corporate
purposes.
The Company and certain of the Company's subsidiaries also
entered into an amendment to its $235.6
million Second Amended and Restated Credit Agreement (the
"Credit Agreement") dated November 30,
2009. The amendment (a) allows for the issuance of the
Additional Notes and (b) subject to compliance with size and
specific financial covenants, allows acquisitions by the Company
and its restricted subsidiaries of entities located in the United States.
The Additional Notes have not been registered under the Federal
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.
About Landry's Restaurants, Inc.
Landry's is a national, diversified restaurant, hospitality and
entertainment company principally engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House, Landry's
Seafood House, Charley's Crab, The Chart House, and the Signature
Group of restaurants. The Company is also engaged in the
ownership and operation of select hospitality businesses, including
the Golden Nugget Hotel & Casinos in Las Vegas and Laughlin, Nevada.
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by safe harbors created thereby.
Stockholders are cautioned that all forward-looking statements are
based largely on the Company's expectations and involve risks and
uncertainties, some of which cannot be predicted or are beyond the
Company's control. Some factors that could realistically cause
results to differ materially from those projected in the
forward-looking statements include the occurrence of any event,
change or other circumstances that could give rise to the
termination of the currently pending merger agreement with Fertitta
Group, Inc.; the outcome of any legal proceedings that have been,
or may be, instituted against the Company related to the merger
agreement; the inability to complete the merger due to the failure
to obtain stockholder approval for the merger or the failure to
satisfy other conditions to completion of the merger, including the
receipt of all regulatory approvals related to the merger; risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the merger; the ability to recognize the benefits of the merger;
the effects of local and national economic, credit and capital
market conditions on the economy in general, and on the gaming,
restaurant and hotel industries in particular; changes in laws,
including increased tax rates, regulations or accounting standards,
third-party relations and approvals, and decisions of courts,
regulators and governmental bodies; litigation outcomes and
judicial actions; acts of war or terrorist incidents or natural
disasters; the effects of competition, including locations of
competitors and operating and market competition; ineffective
marketing or promotions, weather, management turnover, higher
interest rates and gas prices, negative same store sales and other
risks described in the filings of the Company with the Securities
and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-K for the year ended
December 31, 2009. The Company may
not update or revise any forward-looking statements made in this
press release.
SOURCE Landry's Restaurants, Inc.