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EX-99.1 - EX-99.1 - NATHANS FAMOUS, INC. | d671003dex991.htm |
8-K - FORM 8-K - NATHANS FAMOUS, INC. | d671003d8k.htm |
EXHIBIT 99.2
News Release
For Immediate Release
Nathans Announces Proposed Offering of
Senior Secured Notes due 2025
JERICHO, N.Y. October 17, 2017 Nathans Famous, Inc. (NASDAQ: NATH) (Nathans) announced today that it intends to offer, subject to market and other conditions, $150.0 million aggregate principal amount of Senior Secured Notes due 2025 (the Notes) in a private offering. The Notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act) and outside the United States in reliance on Regulation S under the Securities Act. The interest rate and other terms of the Notes will be determined based on prevailing market conditions.
Nathans intends to use the net proceeds of the Notes offering to satisfy and discharge the indenture relating to its 10.000% Senior Secured Notes due 2020 (the 2020 Notes) and redeem such notes (the Redemption), to pay a portion of a $5.00 per share cash dividend to Nathans stockholders of record and to use any remaining net proceeds for general corporate purposes, including working capital. Nathans estimates that the redemption payment in connection with the Redemption will be approximately $144,037,500. Nathans will also fund the contemplated $5.00 per share cash dividend through its existing cash and cash equivalents. Prior to the closing of the Notes offering, Nathans intends to issue a notice of redemption with respect to the full aggregate principal amount of the 2020 Notes. The Redemption shall be conditioned upon, among other things, the closing of the Notes offering and shall occur on the redemption date set forth in the notice of redemption. If the Notes offering is consummated, the Nathans board of directors will set the record date and the payment date of the dividend following closing.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and applicable state securities laws.
About Nathans Famous, Inc.
Nathans is a Russell 2000 Company that currently distributes its products in 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, the Cayman Islands and thirteen foreign countries through its restaurant system, foodservice sales programs and product licensing activities. Last year, over 600 million Nathans Famous hot dogs were sold. Nathans was ranked #22 on the Forbes 2014 list of the Best Small Companies in America and was listed as the Best Small Company in New York State in October 2013.
Forward-Looking Statements
Except for historical information contained in this news release, the matters discussed are forward looking statements that involve risks and uncertainties. Words such as anticipate, believe, estimate, expect, intend, and similar expressions identify forward-looking statements, which are based on the current belief of Nathans management, as well as assumptions made by and information currently available to Nathans management. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, statements regarding Nathans ability to complete the offer of the Notes and other risks and factors identified from time to time in Nathans filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release. Nathans does not undertake any obligation to update such forward-looking statements.
Contact information:
Investors: Ronald DeVos, Chief Financial Officer, (516) 338-8500
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