DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s
Neighborhood Grill & Bar® and IHOP® restaurants,
today announced that it has entered into a purchase agreement (the
“Purchase Agreement”) under which two of the Company’s indirect, special
purpose subsidiaries (the “Co-Issuers”) have agreed to issue and sell
$1.3 billion of their Series 2014-1, Class A-2 Fixed Rate Senior Secured
Notes (the “Notes”). Under the Purchase Agreement, the Notes will be
bear interest at a rate of 4.277% per annum, payable quarterly, and will
have an expected term of seven years. The Notes are expected to be
issued by the Co-Issuers in a privately placed securitized transaction.
The Co-Issuers will own substantially all of the Applebee’s and IHOP
domestic franchising, rental and financing assets and will use cash
flows generated from these assets to make interest and principal
payments on the Notes. The Co-Issuers also intend to enter into a
purchase agreement under which they will issue $100 million Series
2014-1 Class A-1 Notes which will allow the Co-Issuers to borrow amounts
from time to time on a revolving basis.
The Company expects to use the proceeds from the expected sale of the
Notes to refinance approximately $761 million in outstanding principal
amount of its 9.5% senior notes and to pay down the entire outstanding
balance of approximately $464 million of its 3.75% senior secured credit
facility. The remaining proceeds will be primarily used for transaction
costs associated with the refinancing and general corporate purposes.
The closing of the sale of the Notes is expected on September 30, 2014,
subject to the satisfaction of various closing conditions.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other security. The
Notes have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities
laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
About DineEquity, Inc.
Based in Glendale, California, DineEquity, Inc., through its
subsidiaries, franchises and operates restaurants under the Applebee’s
Neighborhood Grill & Bar and IHOP brands. With more than 3,600
restaurants combined in 19 countries, over 400 franchisees and
approximately 200,000 team members (including franchisee- and
company-operated restaurant employees), DineEquity is one of the largest
full-service restaurant companies in the world. For more information on
DineEquity, visit the Company’s Web site located at www.dineequity.com.
Forward-Looking Statements
Statements contained in this press release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. You can identify these forward-looking
statements by words such as “may,” “will,” “should,” “expect,”
“anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar
expressions. These statements involve known and unknown risks,
uncertainties and other factors, which may cause actual results to be
materially different from those expressed or implied in such statements.
These factors include, but are not limited to: the timing to consummate
the proposed financing; the risk that a condition to closing of the
proposed financing may not be satisfied, the impact of general market,
industry, credit and economic conditions and other factors discussed
from time to time in DineEquity’s Annual and Quarterly Reports on Forms
10-K and 10-Q and in DineEquity’s other filings with the Securities and
Exchange Commission. The forward-looking statements contained in this
press release are made as of the date hereof and the DineEquity assumes
no obligation to update or supplement any forward-looking statements.
Copyright Business Wire 2014