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8-K - FORM 8-K - NPC INTERNATIONAL INC | d265521d8k.htm |
Exhibit 99.1
Contact: Troy D. Cook
Executive Vice President &
Chief Financial Officer
913-327-3109
NPC INTERNATIONAL, INC. ANNOUNCES LAUNCH OF
$190 MILLION SENIOR NOTE PRIVATE OFFERING
OVERLAND PARK, KANSAS (December 5, 2011) NPC International, Inc. (the Company), announced today that in connection with the previously announced acquisition by NPC International Holdings, Inc., a Delaware corporation, of all the outstanding membership interests of NPC Acquisition Holdings, LLC, (Holdings) which owns all of the outstanding capital stock of the Company (the Acquisition), the Company and its two subsidiaries, NPC Operating Company A, Inc. (NPC Op Co A) and NPC Operating Company B, Inc. (NPC Op Co B and together with the Company and NPC Op Co A, the Issuers) plan to offer $190 million aggregate principal amount of senior notes due 2020 (Notes) in a private offering. The Notes will be guaranteed by Holdings.
The Company intends to use the proceeds from the offering, together with proceeds from new senior secured credit facilities and cash on hand, to (i) refinance its existing senior secured credit facilities and existing senior subordinated notes due 2014 and (ii) pay related fees and expenses.
The Notes and related guarantee have not been registered under the Securities Act of 1933, as amended (Securities Act), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The above information includes forward looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements are made only as of the date hereof and are indicated by words or phrases such as plans, intends, will, or similar words or phases. Investors are cautioned that forward-looking statements involve risks and uncertainty that actual results may differ materially from such statements and that investors should not place undue reliance in such statements. The Company undertakes no obligation to update any forward-looking statements to reflect new information or future events or otherwise.