Fiesta Restaurant Group, Inc. (“Fiesta” or the “Company”) (NASDAQ:FRGI), the owner, operator, and franchisor of the Pollo Tropical® and Taco Cabana® fast-casual restaurant brands, today announced the pricing of a public offering of 2,700,000 shares of common stock at a price of $46.00 per share (the “Public Offering”). All of the shares were offered by Fiesta. The Public Offering was upsized from the previously announced offering size of up to $100,000,000 of common stock. The underwriters have also been granted a 30 day option by Fiesta and certain executive officers of the Company, as selling stockholders, to purchase up to an additional 405,000 shares of common stock offered in the Public Offering, of which 26,664 shares of common stock are currently issued and outstanding and are held by such executive officers. The Company will not receive any of the net proceeds from the sale of shares of common stock, if any, by the selling stockholders. The closing of the offering is expected to occur on November 20, 2013, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds of the Public Offering and revolving credit borrowings under a proposed new senior secured revolving credit facility, which the Company anticipates entering into following the closing of the Public Offering, to (i) repurchase all of its outstanding 8.875% Senior Secured Second Lien Notes due 2016 (the "Notes") tendered pursuant to a tender offer commenced on November 12, 2013 and to be completed after the Public Offering (or through a redemption of the notes not tendered in the tender offer), (ii) repay any outstanding borrowings under its existing credit facility, if any, (iii) pay related fees and expenses of the Public Offering and the transactions above and (iv) for general corporate purposes. The consummation of the Public Offering is not subject to or conditioned upon the consummation by the Company of the tender offer or the Company entering into the new senior secured revolving credit facility. In the event that the Company is unable to enter into the new senior secured revolving credit facility and subsequently repurchase the outstanding Notes pursuant to the tender offer, the Company intends to use the net proceeds of this offering in accordance with the terms of the indenture governing the Notes to repurchase a portion of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.