JERICHO, N.Y., Oct. 17, 2017 /PRNewswire/ -- Nathan's
Famous, Inc. (NASDAQ: NATH) ("Nathan's") 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.
Nathan's 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 Nathan's
stockholders of record and to use any remaining net proceeds for
general corporate purposes, including working capital. Nathan's
estimates that the redemption payment in connection with the
Redemption will be approximately $144,037,500. Nathan's 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, Nathan's 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 Nathan's 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 Nathan's Famous, Inc.
Nathan's 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 Nathan's
Famous hot dogs were sold. Nathan's 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 Nathan's management, as well as assumptions made by and
information currently available to Nathan's management. The risks
and uncertainties to which forward-looking statements are subject
include, but are not limited to, statements regarding Nathan's
ability to complete the offer of the Notes and other risks and
factors identified from time to time in Nathan's 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. Nathan's 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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SOURCE Nathan's Famous, Inc.