Summary of CARROLS RESTAURANT GROUP, INC.

Item 1.01. Entry Into A Material Definitive Agreement.

On December 4, 2012, Carrols Restaurant Group, Inc. (the "Company") and Jefferies Capital Partners IV LP, Jefferies Employee Partners IV LLC and JCP Partners IV LLC (collectively, the "Selling Stockholders") entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc. (the "Underwriter"), relating to the offer and sale (the "Offering") by the Selling Stockholders to the Underwriter in an underwritten public offering of an aggregate of 4,085,109 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Offering closed on December 7, 2012. The Underwriter purchased the Shares from the Selling Stockholders at a price of $5.80 per share. The Company will not receive any proceeds from the Offering, and is not issuing any new shares of its Common Stock. Therefore, the Company's total number of shares of Common Stock outstanding will not change as a result of the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Offering was made pursuant to the Company's effective Registration Statement on Form S-3 (Registration No. 333-184919) previously filed with the Securities and Exchange Commission (the "SEC") and a prospectus supplement thereunder also filed with the SEC. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.