Attached files
file | filename |
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8-K - FORM 8-K - CARROLS RESTAURANT GROUP, INC. | d340103d8k.htm |
EX-10.1 - SEPARATION AND DISTRIBUTION AGREEMENT - CARROLS RESTAURANT GROUP, INC. | d340103dex101.htm |
EX-10.2 - TAX MATTERS AGREEMENT - CARROLS RESTAURANT GROUP, INC. | d340103dex102.htm |
EX-10.3 - EMPLOYEE MATTERS AGREEMENT - CARROLS RESTAURANT GROUP, INC. | d340103dex103.htm |
EX-10.4 - TRANSITION SERVICES AGREEMENT - CARROLS RESTAURANT GROUP, INC. | d340103dex104.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Relations:
800-348-1074, ext. 3333
Carrols Restaurant Group, Inc. Board Gives Final Approval to Spin-Off of
Fiesta Restaurant Group, Inc.
Declares Record Date of April 26, 2012 and Share Distribution Date of May 7, 2012
Syracuse, New York (Businesswire) April 25, 2012 Carrols Restaurant Group, Inc. (Nasdaq: TAST or Carrols) today announced that its Board of Directors has given final approval to the spin-off of Fiesta Restaurant Group, Inc. (Fiesta), an indirect wholly-owned subsidiary that operates the Pollo Tropical® and Taco Cabana® restaurant businesses. The spin-off will be completed through a tax-free dividend of the common stock of Fiesta to Carrols stockholders.
The distribution of the Fiesta common stock is expected to occur on May 7, 2012, with each Carrols stockholder receiving one share of Fiesta common stock for every share of Carrols common stock held of record at the close of business on April 26, 2012, the record date of the distribution.
The spin-off is subject to satisfaction or waiver of customary conditions set forth in a separation and distribution agreement as filed with the Securities and Exchange Commission by Fiesta and Carrols. Immediately following the distribution, Carrols Restaurant Groups stockholders will own 100% of the outstanding common stock of Fiesta Restaurant Group.
Carrols Restaurant Group has received a private letter ruling from the Internal Revenue Service with respect to the tax-free status of the distribution Fiesta Restaurant Groups registration statement on Form 10 was declared effective by the Securities and Exchange Commission on April 25, 2012.
The common stock of Fiesta Restaurant Group will begin trading on a when issued basis on The NASDAQ Global Select Market on April 26, 2012 under the symbol FRGI and will begin trading on a regular way basis on May 8, 2012. Carrols Restaurant Group common stock will continue to trade on The NASDAQ Global Market under the symbol TAST.
About Carrols Restaurant Group, Inc.
Carrols Restaurant Group, Inc. is Burger King Corporations largest franchisee with 297 Burger King® restaurants as of April 1, 2012 and has operated Burger King restaurants since 1976. For more information on Carrols, please visit the companys website at www.carrols.com.
About Fiesta Restaurant Group, Inc.
Fiesta Restaurant Group, Inc. owns and operates the Pollo Tropical and Taco Cabana restaurant businesses with 243 company-owned and operated restaurants at April 1, 2012 and 38 franchised restaurants in the United States, Puerto Rico, Ecuador, Honduras, Trinidad, the Bahamas, Venezuela and Costa Rica. For more information on Fiesta, please visit the companys website at www.frgi.com.
Forward-Looking Statements
Except for the historical information contained in this news release, the matters addressed are forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent the Companys expectation or belief concerning future events. Without limiting the foregoing, these statements are often identified by the words may, might, believes, thinks, anticipates, plans, expects, intends or similar expressions. In addition, expressions of our strategies, intentions or plans, (including, without limitation, the Companys spin-off transaction) are also forward-looking statements. Such statements reflect managements current views with respect to future events and are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. Investors are referred to the full discussion of risks and uncertainties as included in the Companys and Fiesta Restaurant Groups filings with the Securities and Exchange Commission.