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8-K - LIVE FILING - LANDRYS RESTAURANTS INC | htm_34987.htm |
Landrys Restaurants, Inc. Announces
Proposed Private Placement of Debt Securities
HOUSTON, November 4, 2009 Landrys Restaurants, Inc. (NYSE: LNY) (Landrys) announced today that it intends to refinance its existing indebtedness, which currently matures in 2011, and to finance, if consummated, a portion of the recently announced acquisition of Landrys by Landrys Chairman, Chief Executive Officer and President, Tilman J. Fertitta, with the proceeds of a proposed offering of up to $550.0 million of debt, including newly issued senior secured debt securities issued in a private placement not registered under the U.S. Securities Act of 1933. This may include an amendment to the terms of its existing senior secured credit facility to, among other things, extend the maturity. There can be no assurance that any of the issuance and sale of any debt securities, the consummation of the acquisition, or the amendment of the senior secured credit facility will be consummated.
This press release is being issued pursuant to and in accordance with Rule 135c under the U.S. Securities Act of 1933. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the debt securities.
About Landrys Restaurants, Inc.
Landrys is a national, diversified restaurant, hospitality and entertainment company principally engaged in the ownership and operation of full-service, casual dining restaurants, primarily under the names of Rainforest Cafe, Saltgrass Steak House, Landrys Seafood House, Charleys Crab, The Chart House, and the Signature Group of restaurants. Landrys is also engaged in the ownership and operation of select hospitality businesses, including the Golden Nugget Hotel & Casino in Las Vegas and Laughlin, Nevada.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, which
are intended to be covered by safe harbors created thereby. Readers are cautioned that all
forward-looking statements are based largely on Landrys expectations and involve risks and
uncertainties, some of which cannot be predicted or are beyond Landrys control. Statements
concerning Landrys intention to offer debt securities, consummate a merger transaction, or amend
the terms of its senior secured credit facility are just a few examples of forward-looking
statements. Some factors that could cause events to differ materially from those discussed in the
forward-looking statements include the inability to identify investors willing to purchase debt
securities of Landrys on acceptable terms; the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger agreement with Mr.
Fertittas acquisition company; the outcome of any legal proceedings that have been, or may be,
instituted against Landrys related to the merger agreement; the inability to complete the merger
due to the failure to obtain stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of all regulatory approvals related
to the merger; the failure to obtain the necessary financing arrangements pursuant to the merger
agreement; events that affect credit and capital markets in the United States; and the
unwillingness of the lenders that are party to Landrys senior secured credit facility to agree to
an amendment on acceptable terms. Additional factors that could cause events to differ materially
from those described in the forward-looking statements can be found in Landrys Annual Report on
Form 10-K for the year ended December 31, 2008 and in Landrys other filings with the Securities
and Exchange Commission (the SEC) available at the SECs Web site at http://www.sec.gov.
Landrys may not update or revise any forward-looking statements made in this press release.
Contact:
Steven L. Scheinthal Executive Vice President & General Counsel (713) 850-1010 |
or |
Rick H. Liem Executive Vice President and CFO (713) 850-1010 |