---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-050103"
form_type: "8-K"
ticker: null
cik: "0001534992"
company_name: "Fiesta Restaurant Group, Inc."
filed_at: "2023-10-30T23:59:59+00:00"
generated_at: "2026-06-09T05:55:25.530052+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Fiesta Restaurant Group acquired for $8.50/share in all-cash merger, delisting from Nasdaq

## Summary
- Merger completed Oct 30, 2023; shareholders received $8.50 per share in cash.
- All pre-merger directors (Daraviras, Rauch, Shepherd, Twohig, Kaplan, Rechtschaffen, Tripathy) ceased; Dirk Montgomery became sole director.
- Common stock (FRGI) halted trading Oct 30, delisting from Nasdaq effective Oct 31, 2023; Form 15 to follow for deregistration.
- Credit Agreement, Security Agreement, and Guarantee Agreement terminated effective Oct 27, 2023.
- Amended certificate of incorporation and bylaws adopted post-merger.

## SEC filing metadata
- accession: 0001140361-23-050103
- form_type: 8-K
- cik: 0001534992
- company_name: Fiesta Restaurant Group, Inc.
- filed_at: 2023-10-30T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.02, 1.01, 2.03, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/ef20013608_form8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-050103
- JSON: https://secwatch.observer/filing/0001140361-23-050103.json
- Plain text: https://secwatch.observer/filing/0001140361-23-050103.txt

## Key facts
- Executive change
  Paul E. Twohig departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Sherrill Kaplan departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Stacey Rauch departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Nicholas Shepherd departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Andrew Rechtschaffen departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Nirmal K. Tripathy departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Nicholas Daraviras departed as Director at Fiesta Restaurant Group, Inc..
  - Action: ceased
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- Executive change
  Dirk Montgomery was appointed as Director at Fiesta Restaurant Group, Inc..
  - Action: became
  - Role: Director
  source text: all of the members of the Company’s board of directors (which consisted of Nicholas Daraviras, Stacey Rauch, Nicholas Shepherd, Paul E. Twohig, Sherrill Kaplan, Andrew Rechtschaffen and Nirmal K. Tripathy) ceased to be directors of the Company, and Dirk Montgomery became the sole director of the Company, as the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm
- M&A Transactions
  Fiesta Restaurant Group, Inc. underwent a change of control involving Fiesta Holdings, LLC and Fiesta Merger Sub, LLC for $8.50 per share in cash (closed 2023-10-30).
  - Action: change of control
  - Counterparty: Fiesta Holdings, LLC and Fiesta Merger Sub, LLC
  - Consideration: $8.50 per share in cash
  - Closing: 2023-10-30
  source text: or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the “Merger Consideration”), (2) each restricted stock award with respect to Common Stock (“Company Restricted Stock Award”) issued and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534992/000114036123050103/0001140361-23-050103-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.