Fiesta Restaurant Group, Inc. Commences Cash Tender Offer and Consent Solicitation for Its Outstanding 8.875% Senior Secured

  Fiesta Restaurant Group, Inc. Commences Cash Tender Offer and Consent
  Solicitation for Its Outstanding 8.875% Senior Secured Second Lien Notes Due
  2016

Business Wire

ADDISON, Texas -- November 12, 2013

Fiesta Restaurant Group, Inc. ("Fiesta" or the "Company") (NASDAQ:FRGI), the
owner, operator, and franchisor of the Pollo Tropical® and Taco Cabana®
fast-casual restaurant brands, announced today that it has commenced an offer
to purchase for cash any and all of the $200 million outstanding principal
amount of its 8.875% Senior Secured Second Lien Notes due 2016 (the “Notes”).
In conjunction with the tender offer, Fiesta is soliciting consents to effect
certain proposed amendments to the indenture governing the Notes and certain
security documents.The tender offer and consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation Statement, dated
November 12, 2013, and a related Consent and Letter of Transmittal, which set
forth the terms and conditions of the offer and consent solicitation in full
detail.

The total consideration to be paid for each $1,000 principal amount of the
Notes tendered prior to the expiration of the consent solicitation, and not
validly withdrawn, will be $1,062.50. The total consideration includes a
consent payment of $30.00 per $1,000 principal amount, which is payable only
to holders who tender their Notes and validly deliver their consents prior to
the expiration of the consent solicitation. Holders who tender their Notes
after the expiration of the consent solicitation, but on or prior to the
tender expiration, will receive the tender offer consideration of $1,032.50,
which is the total consideration minus the consent payment.The consent
solicitation will expire at 5:00 p.m., New York City time, on November 25,
2013, unless terminated or extended. The tender offer will expire at 12:01
a.m., New York City time, on December 11, 2013, unless terminated or extended.
Tendering holders will also receive accrued and unpaid interest from the last
applicable interest payment date to, but not including, the applicable payment
date. Tendered Notes may not be withdrawn and consents may not be revoked
after 5:00 p.m., New York City time, on November 25, 2013.

The proposed amendments to the indenture governing the Notes would, among
other things, eliminate a significant portion of the restrictive covenants,
eliminate certain events of default, release all of the collateral securing
the obligations of Fiesta and the subsidiary guarantors under the Notes and
amend the number of days prior to any redemption date that Fiesta must send a
notice of redemption. Adoption of the proposed amendments to the indenture
requires the consent of the holders of at least a majority of the aggregate
outstanding principal amount of the Notes (the "Requisite Consents"), or in
the case of the amendment to release all of the collateral securing the
obligations of Fiesta and the subsidiary guarantors under the Notes, of at
least 66 ⅔% in aggregate principal amount outstanding of the Notes. Holders
who tender their Notes will be required to consent to the proposed amendments
and holders may not deliver consents to the proposed amendments without
tendering their Notes in the tender offer. The proposed amendments to the
indenture will not become operative, however, until at least a majority in
aggregate principal amount outstanding of the Notes, or in the case of the
amendment to release all of the collateral securing the obligations of Fiesta
and the subsidiary guarantors under the Notes, at least 66 ⅔% in aggregate
principal amount outstanding of the Notes, whose holders have delivered
consents to the proposed amendments have been accepted for payment.

The tender offer and consent solicitation are subject to the satisfaction of
certain conditions, including (i) the Minimum Tender Condition, which requires
that the receipt of the Requisite Consents must have been obtained; (ii) the
Financing Condition, which requires (a) the consummation of a public offering
of up to $100,000,000 of Fiesta's common stock (including an option to
purchase from Fiesta and certain selling stockholders up to a number of
additional shares of Fiesta common stock equal to 15% of the number of Fiesta
common stock offered by Fiesta in the public offering); and (b) completion of
a new senior secured revolving credit facility of Fiesta; and (iii) the
Documentation Condition, which requires that the supplemental indenture
implementing the proposed amendments must have been executed (other than the
proposed amendments to the indenture and certain security documents relating
to the release of all of the collateral securing the obligations of Fiesta and
the subsidiary guarantors).

Wells Fargo Securities, LLC is acting as dealer manager and solicitation agent
for the tender offer and the consent solicitation. The tender agent and
information agent for the tender offer is D.F. King & Co., Inc. Questions
regarding the tender offer and consent solicitation may be directed to Wells
Fargo Securities, Liability Management Group, at (866) 309-6316 (toll free) or
(704) 410-4760 (collect). Requests for copies of the Offer to Purchase and
Consent Solicitation Statement or other tender offer materials may be directed
to D.F. King & Co., Inc., telephone number (800) 431-9645 (toll free) and
(212) 269-5550 (for banks and brokers) or by e-mail at fiesta@dfking.com.

This press release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell the Notes. This press
release also is not a solicitation of consents to the proposed amendments to
the indenture. The tender offer and consent solicitation are being made solely
by means of the tender offer and consent solicitation documents, including the
Offer to Purchase and Consent Solicitation Statement, dated November 12, 2013,
and the related Consent and Letter of Transmittal, that Fiesta is distributing
to holders of Notes.The tender offer and consent solicitation are not being
made to holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of any security in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

ABOUT FIESTA RESTAURANT GROUP, INC.

Fiesta Restaurant Group, Inc. owns, operates and franchises the Pollo
Tropical® and Taco Cabana® restaurant brands with 310 restaurants in the U.S.
and internationally as of September 29, 2013. The brands specialize in the
operation of fast-casual, ethnic restaurants that offer distinct and unique
flavors with broad appeal at a compelling value. Both brands feature
made-from-scratch cooking, fresh salsa bars, and drive-thru service and
catering. For more information about Fiesta Restaurant Group, Inc., visit the
corporate website at www.frgi.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this news release, the
matters addressed are forward-looking statements. Forward-looking statements,
written, oral or otherwise made, represent the Company’s expectation or belief
concerning future events. Without limiting the foregoing, these statements are
often identified by the words “may,” “might,” “believes,” “thinks,”
“anticipates,” “plans,” “expects”, “intends” or similar expressions. In
addition, expressions of our strategies, intentions or plans are also
forward-looking statements. Such statements reflect management’s current views
with respect to future events and are subject to risks and uncertainties, both
known and unknown. You are cautioned not to place undue reliance on these
forward-looking statements as there are important factors that could cause
actual results to differ materially from those in forward-looking statements,
many of which are beyond our control. Investors are referred to the full
discussion of risks and uncertainties as included in Fiesta's filings with the
Securities and Exchange Commission.

Contact:

Investor Relations:
Raphael Gross, 203-682-8253
investors@frgi.com
 
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