Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 20,
2020
Registration Statement No. 333-238138
Ruth’s Hospitality Group, Inc. Announces Proposed
Public Offering of Common Stock
WINTER PARK, Fla., May 20, 2020 (BUSINESS WIRE) — Ruth’s
Hospitality Group, Inc. (NASDAQ: RUTH) (the “Company”), one of the
largest upscale steakhouse companies in the world, today announced
that Jefferies LLC (“Jefferies”) has agreed to purchase $43,500,000
of the Company’s common stock (the “Shares”), to be reoffered by
Jefferies at variable prices. In addition, the Company has granted
Jefferies an option, exercisable for up to 30 days, to purchase up
to an aggregate of an additional $6,525,000 of Shares.
The Company intends to use the net proceeds from the sale of Shares
to repay borrowings under its existing credit agreement and to
strengthen its balance sheet, principally in response to the impact
of COVID-19 on its
business, operations, results of operations, financial condition,
cash flows and liquidity, and to otherwise use the net proceeds for
general corporate purposes. The Company retains broad discretion
over the use of the net proceeds from the sale of Shares.
This press release is for informational purposes only and is not an
offer to sell or the solicitation of an offer to buy any Shares of
the Company. There will be no sale of Shares in any jurisdiction in
which the offer, solicitation of an offer to buy or sale would be
unlawful.
The Shares are being offered pursuant to a shelf registration
statement on Form S-3 that
the Company filed with the Securities and Exchange Commission on
May 8, 2020, which became effective on May 18, 2020 (File
No. 333-238138). A
preliminary prospectus supplement and the accompanying prospectus
relating to this offering are being filed with the SEC and will be
available on the SEC’s website located at www.sec.gov. Prospective
investors should read the prospectus, the preliminary prospectus
supplement and other documents the Company has filed with or
submitted to the SEC (some of which are incorporated by reference
into the prospectus and preliminary prospectus supplement) for more
complete information about the Company and the offering. When
available, copies of the preliminary prospectus supplement and the
accompanying prospectus relating to this offering may also be
obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or
by telephone at 877-547-6340 or by email at
Prospectus_Department@Jefferies.com.
UPDATE ON LIQUIDITY AND MANAGEMENT ACTIONS
COVID-19 Impact
In March 2020, the World Health Organization declared the novel
coronavirus (“COVID-19”) a
pandemic and the United States declared it a National Public Health
Emergency, which has resulted in a significant reduction in revenue
at our restaurants due to mandatory restaurant closures, capacity
limitations, social distancing guidelines or other restrictions
mandated by governments across the world, including federal, state
and local governments in the United States. As a result of these
developments, we are experiencing a significant negative impact on
the Company’s revenues, results of operations and cash flows.