---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-026400"
form_type: "8-K"
ticker: null
cik: "0000809248"
company_name: "CARROLS RESTAURANT GROUP, INC."
filed_at: "2024-05-16T23:59:59+00:00"
generated_at: "2026-06-01T22:13:15.878622+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Carrols Restaurant Group completes $1.0B acquisition by Restaurant Brands International at $9.55/share

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-24-026400
- form_type: 8-K
- cik: 0000809248
- company_name: CARROLS RESTAURANT GROUP, INC.
- filed_at: 2024-05-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/ny20029141x10_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-026400
- JSON: https://secwatch.observer/filing/0001140361-24-026400.json
- Plain text: https://secwatch.observer/filing/0001140361-24-026400.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm
- Material Agreements
  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
  source text: are satisfied and all guarantees provided by, and all other agreements of, the Company and its subsidiaries under the Credit Agreement are terminated
  evidence_url: https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm

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