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CARPINTERIA, Calif.--(BUSINESS WIRE)--CKE Restaurants Holdings, Inc. (the “Company”), previously CKE Restaurants, Inc., announced today the completion of its previously announced company-wide refinancing transaction (the “Securitization Transaction”).
In conjunction with the Securitization Transaction, Carl’s Jr. Funding LLC and Hardee’s Funding LLC (collectively, the “Co-Issuers”), the Company’s indirect wholly-owned subsidiaries formed on January 30, 2013, issued $1,050,000,000 Series 2013-1 4.474% Class A-2 Senior Secured Notes with an anticipated repayment date of March 2020 and a legal final maturity date of March 2043 (the “Class A-2 Notes”) and $100,000,000 Series 2013-1 Variable Funding Class A-1 Senior Secured Notes due September 2018 (the “Variable Funding Notes,” and together with the Class A-2 Notes, the “Senior Notes”). The Senior Notes are secured by substantially all assets of the Co-Issuers and their subsidiaries and immediate holding companies (collectively, the “Securitization Entities”) and guaranteed by the Securitization Entities, but are not guaranteed by or secured with the assets of the Company or its other subsidiaries.
In addition, pursuant to the previously announced tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with respect to the Company’s 11.375% Senior Secured Second Lien Notes due 2018 (the “Notes”), the Company announced today that it has accepted for purchase $412,122,000 aggregate principal amount of Notes in respect of which tenders and consents were delivered prior to 11:59 p.m., New York City time, on March 28, 2013, and has settled the payment for such Notes in addition to the applicable premium, early consent payment and accrued and unpaid interest up to, but not including, April 1, 2013.
The Company also irrevocably instructed the trustee of the Notes (the “Trustee”) to, on May 15, 2013, call all $60,000,000 of the outstanding aggregate principal amount of the Notes at a price equal to 103% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of redemption on July 15, 2013 pursuant to the indenture governing the Notes and deposited approximately $65,213,000 with the Trustee to repay such Notes. As a result, the Company discharged all obligations under the Notes, and all collateral securing the Notes was released on April 1, 2013. The amounts deposited with the Trustee for the redemption of the $60,000,000 aggregate principal amount of the Notes are to be held by the Trustee until July 15, 2013, at which time the Trustee has been instructed to repay the remaining Notes, including the applicable make-whole premium and accrued and unpaid interest to, but not including, such date.
Additionally, in conjunction with the Securitization Transaction, the Company terminated its existing credit facility and all collateral securing the credit facility was released on April 1, 2013. The Company’s outstanding letters of credit of approximately $30,603,000 will be canceled shortly following the Securitization Transaction and new letters of credit, which will replace the canceled letters of credit, have been issued under the agreements governing the Variable Funding Notes.
Further, simultaneously upon closing of the Securitization Transaction: (a) the Company distributed, in the form of a dividend, approximately $11,099,000 of CKE Inc.’s senior unsecured PIK toggle notes due March 14, 2016 (the “Toggle Notes”) held by the Company to CKE Inc. and CKE Inc. simultaneously canceled such Toggle Notes; (b) CKE Inc. issued a notice of optional redemption with respect to the entire remaining aggregate principal amount of the Toggle Notes of approximately $224,655,000 at a price equal to 105.25% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of redemption on May 1, 2013; and (c) the Company declared and paid a cash dividend of approximately $239,464,000 to CKE Inc., which was in turn deposited with the trustee of the Toggle Notes to repay all obligations under the Toggle Notes. As a result, CKE Inc. discharged all obligations under the Toggle Notes.
About The Company
CKE Restaurants Holdings, Inc., previously CKE Restaurants, Inc., is a privately held company headquartered in Carpinteria, Calif. As of January 28, 2013, the Company, through its subsidiaries, had a total of 3,318 franchised or company-operated restaurants in 42 states and 28 foreign countries and U.S. territories worldwide. For more information about the Company, please visit www.ckr.com.