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| LNY > SEC Filings for LNY > Form 8-K on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Other Events, Financial Statements and Exhibits
On November 4, 2009, Landry's Restaurants, Inc., a Delaware corporation ("Landry's" or the "Company"), announced that it intends to refinance its existing indebtedness, which currently matures in 2011, and to finance, if consummated, a portion of the recently announced acquisition of the Company by its Chairman, Chief Executive Officer and President, Tilman J. Fertitta, with the proceeds of a proposed offering of up to $550.0 million of debt, including newly issued senior secured debt securities issued in a private placement not registered under the U.S. Securities Act of 1933. This may include an amendment to the terms of the Company's existing senior secured credit facility to, among other things, extend the maturity. There can be no assurance that any of the issuance and sale of any debt securities, the consummation of the acquisition, or the amendment of the senior secured credit facility will be consummated.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the
U.S. Securities Exchange Act of 1934, which are intended to be covered by safe
harbors created thereby. Readers are cautioned that all forward-looking
statements are based largely on Landry's expectations and involve risks and
uncertainties, some of which cannot be predicted or are beyond Landry's control.
Statements concerning Landry's intention to offer debt securities, consummate a
merger transaction, or amend the terms of its senior secured credit facility are
just a few examples of forward-looking statements. Some factors that could cause
events to differ materially from those discussed in the forward-looking
statements include the inability to identify investors willing to purchase debt
securities of Landry's on acceptable terms; the occurrence of any event, change
or
other circumstance that could give rise to the termination of the merger
agreement with Mr. Fertitta's acquisition company; the outcome of any legal
proceedings that have been, or may be, instituted against Landry's related to
the merger agreement; the inability to complete the merger due to the failure to
obtain stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of all regulatory
approvals related to the merger; the failure to obtain the necessary financing
arrangements pursuant to the merger agreement; events that affect credit and
capital markets in the United States; and the unwillingness of the lenders that
are party to Landry's senior secured credit facility to agree to an amendment on
acceptable terms. Additional factors that could cause events to differ
materially from those described in the forward-looking statements can be found
in Landry's Annual Report on Form 10-K for the year ended December 31, 2008 and
in Landry's other filings with the Securities and Exchange Commission (the
"SEC") available at the SEC's Web site at http://www.sec.gov. Landry's may not
update or revise any forward-looking statements made in this press release.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated November 4, 2008
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