CARROLS RESTAURANT GROUP, INC.: M&A transaction — Carrols Restaurant Group completes $1.0B acquisition by Restaurant Brands International at $9.55/share

CARROLS RESTAURANT GROUP, INC.

All outstanding Carrols common shares converted to right to receive $9.55 per share in cash, total enterprise value ~$1.0B.
RBI will invest $500M to reimage over 600 Carrols restaurants, then refranchise majority over ~7 years.
RBI amended term loan B facility to $5.9B to fund acquisition and pay off Carrols' $290M 5.875% senior notes due 2029.
Carrols requested delisting from Nasdaq and intends to terminate registration under Exchange Act.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CARROLS RESTAURANT GROUP, INC.: At the Effective Time, the Amended and Restated Certificate of Incorporation was amended and restated in its entirety pursuant to the Merger Agreement.

Change: charter amendment

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

CARROLS RESTAURANT GROUP, INC. underwent a change of control involving Restaurant Brands International Inc. / BK Cheshire Corp for $9.55 per share in cash; total enterprise value approx. $1.0 billion (closed 2024-05-16).

Action: change of control
Counterparty: Restaurant Brands International Inc. / BK Cheshire Corp
Consideration: $9.55 per share in cash; total enterprise value approx. $1.0 billion
Closing: 2024-05-16

Exact text from the filing

or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CARROLS RESTAURANT GROUP, INC. terminated Indenture with the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee valued at $290,093,000 (effective 2024-05-16).

Action: termination
Agreement: notes offering
Counterparty: the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
Value: $290,093,000
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024, the Company deposited with the Trustee an amount of funds sufficient to redeem the Notes in accordance with the terms of the Indenture and to discharge the Indenture and immediately terminate each of the Company’s and the guarantors’ party thereto obligations under the Notes and the Indenture

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CARROLS RESTAURANT GROUP, INC. terminated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Action: termination
Agreement: credit facility
Counterparty: the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent

Exact text from the filing

are satisfied and all guarantees provided by, and all other agreements of, the Company and its subsidiaries under the Credit Agreement are terminated

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Source: SEC EDGAR

accession 0001140361-24-026400

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