SOURCE: DineEquity, Inc.
GLENDALE, CA–(Marketwire – October 18, 2010) – DineEquity, Inc. (
company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants,
announced today the expiration and results of its previously announced cash
tender offers (the “Tender Offers”) for any and all of the outstanding
principal amount of the following notes (collectively, the “Notes”):
-- (i) the Series 2007-1 Class A-2-II-A Fixed Rate Term Senior Notes with
a legal maturity of December 2037 (the "Class A-2-II-A Notes"), and
(ii) the Series 2007-1 Class A-2-II-X Fixed Rate Term Senior Notes with
a legal maturity of December 2037 (the "Class A-2-II-X Notes" and,
together with the Class A-2-II-A Notes, referred to as the "Applebee's
Notes"), each issued by Applebee's Enterprises LLC, a Delaware limited
liability company, Applebee's IP LLC, a Delaware limited liability
company, and certain other entities listed as co-issuers under the
indenture governing the Applebee's Notes (collectively referred to as
the "Applebee's Issuers"); and
-- (i) the Series 2007-1 Fixed Rate Term Notes with a legal maturity of
March 2037 (the "IHOP 2007-1 Notes"), and (ii) the Series 2007-3 Notes
with a legal maturity of December 2037 (the "IHOP 2007-3 Notes"), each
issued by IHOP Franchising, LLC, a Delaware limited liability company,
and IHOP IP, LLC, a Delaware limited liability company (collectively
referred to as the "IHOP Issuers" and, together with the Applebee's
Issuers, referred to as the "Issuers").
The Tender Offers expired at twelve midnight (end of day), Eastern Daylight
Time, on October 15, 2010 (the “Expiration Date”). The principal amount of
each class or series of the Notes validly tendered and not validly
withdrawn by the holders as of the Expiration Date is set forth in the
table below:
Aggregate
Principal
Amount of Valid Percent of
Tenders Outstanding
Outstanding Received as of Principal
Principal the Expiration Amount
Notes Amount Date Tendered
--------------- --------------- --------------
Class A-2-II-A Notes $ 599,039,417 $ 533,655,431 89.1%
--------------- --------------- --------------
Class A-2-II-X Notes $ 366,072,309 $ 366,072,309 100%
--------------- --------------- --------------
IHOP 2007-1 Notes $ 175,000,000 $ 170,800,000 97.6%
--------------- --------------- --------------
Tender Offer Total
Consideration Early Tender Consideration
Notes (1)(2) Premium (1) (1)(2)(3)
--------------- --------------- --------------
Class A-2-II-A Notes $ 985 $ 30 $ 1,015
--------------- --------------- --------------
Class A-2-II-X Notes $ 985 $ 30 $ 1,015
--------------- --------------- --------------
IHOP 2007-1 Notes $ 1,020 $ 30 $ 1,050
--------------- --------------- --------------
Aggregate
Principal
Amount of Valid
Tenders and Percent of
Consents Outstanding
Outstanding Received as of Principal
Principal the Expiration Amount
Notes Amount Date Tendered
--------------- --------------- --------------
IHOP 2007-3 Notes $ 245,000,000 $ 186,920,000 76.3%
--------------- --------------- --------------
Tender Offer Total
Consideration Consent Consideration
Notes (1)(2) Payment (1) (1)(2)(4)
--------------- --------------- --------------
IHOP 2007-3 Notes $ 1,045 $ 30 $ 1,075
--------------- --------------- --------------
(1) Per $1,000 principal amount of the Notes.
(2) Does not include accrued but unpaid interest that will be paid on the
Notes validly tendered and not validly withdrawn and accepted for purchase.
(3) For Applebee's Notes or IHOP 2007-1 Notes that were validly tendered
and not validly withdrawn prior to 5:00 p.m., Eastern Daylight Time on
September 23, 2010 and that are accepted for purchase.
(4) For IHOP 2007-3 Notes that were validly tendered and not validly
withdrawn prior to 5:00 p.m., Eastern Daylight Time on September 23, 2010
and that are accepted for purchase.
The Company has accepted for payment all of the Notes validly tendered (but
not validly withdrawn) prior to the Expiration Date and, subject to the
terms and conditions of the respective Tender Offers and of the consent
solicitation relating to the IHOP 2007-3 Notes (the “Consent
Solicitation”), holders who validly tendered and did not validly withdraw
their Notes prior to 5:00 p.m., Eastern Daylight Time, on September 23,
2010 (the “Early Deadline”) will receive the applicable Total Consideration
set forth above. Subject to the terms and conditions of the respective
Tender Offers and of the Consent Solicitation, holders who validly tendered
and did not validly withdraw their Notes after the Early Deadline but prior
to the Expiration Date will receive only the applicable Tender Offer
Consideration set forth above, excluding any Early Tender Premium or any
Consent Payment as described above. The payment date for the Tender Offers
and the Consent Solicitation will occur on October 19, 2010.
This news release is for informational purposes only shall not constitute
an offer to purchase or the solicitation of an offer to sell or a
solicitation of consents with respect to the Notes. The Tender Offers and
the Consent Solicitation may only be made in accordance with the terms of
and subject to the conditions specified in the applicable Offer to Purchase
and the related Letter of Transmittal, with respect to the Applebee’s Notes
and the IHOP 2007-1 Notes, and the Offer to Purchase and Consent
Solicitation Statement and the related Consent and Letter of Transmittal,
with respect to the IHOP 2007-3 Notes, in each case dated September 10,
2010, which more fully set forth the terms and conditions of each tender
offer and of the Consent Solicitation, as applicable. The Tender Offers
and the Consent Solicitation are not being made to the holders of the Notes
in any jurisdiction where the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.
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 nearly 3,500 restaurants combined, DineEquity
is the largest full-service restaurant company in the world. For more
information on DineEquity, visit the Company’s Web site located at
www.dineequity.com.
Forward-Looking Statements
There are forward-looking statements contained in this news release. They
use such words as “may,” “will,” “expect,” “believe,” “plan,” or other
similar terminology. These statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to be
materially different than those expressed or implied in such statements.
These factors include, but are not limited to: the implementation of
DineEquity, Inc.’s (the “Company”) strategic growth plan; the availability
of suitable locations and terms for sites designated for development; the
ability of franchise developers to fulfill their commitments to build new
restaurants in the numbers and time frames covered by their development
agreements; legislation and government regulation including the ability to
obtain satisfactory regulatory approvals; risks associated with the
Company’s indebtedness; conditions beyond the Company’s control such as
weather, natural disasters, disease outbreaks, epidemics or pandemics
impacting the Company’s customers or food supplies, or acts of war or
terrorism; availability and cost of materials and labor; cost and
availability of capital; competition; potential litigation and associated
costs; continuing acceptance of the International House of Pancakes
(“IHOP”) and Applebee’s brands and concepts by guests and franchisees; the
Company’s overall marketing, operational and financial performance;
economic and political conditions; adoption of new, or changes in,
accounting policies and practices; and other factors discussed from time to
time in the Company’s news releases, public statements and/or filings with
the Securities and Exchange Commission, especially the “Risk Factors”
sections of Annual and Quarterly Reports on Forms 10-K and 10-Q.
Forward-looking information is provided by the Company pursuant to the safe
harbor established under the Private Securities Litigation Reform Act of
1995 and should be evaluated in the context of these factors. In addition,
the Company disclaims any intent or obligation to update these
forward-looking statements.