Sizzling Platter Announces Proposed Offering of $500 Million Senior Secured Notes to Finance Acquisition by Bain Capital Private Equity

SALT LAKE CITY--(BUSINESS WIRE)--Sizzling Platter, one of the largest U.S. restaurant franchisee platforms, today announced that affiliates of Bain Capital Private Equity intend to offer $500 million in aggregate principal amount of senior secured notes due 2032 (the “notes”), subject to market and other customary conditions, to fund the acquisition of Sizzling Platter’s parent (the “Company”) by Bain Capital Private Equity.

The affiliates, BCPE Flavor Debt Merger Sub, LLC (“Merger Sub”) and BCPE Flavor Issuer, Inc. (the “Co-Issuer”) intend to use the net proceeds from the notes offering, together with borrowings under new senior secured credit facilities and equity contributions, to fund the acquisition, repay Sizzling Platter’s existing indebtedness and pay related fees and expenses, with the remainder to be used for general corporate purposes. This press release does not constitute a notice of repayment of any outstanding indebtedness of Sizzling Platter.

Upon consummation of the acquisition, the notes will be guaranteed jointly and severally on a senior secured basis by each existing and future wholly owned subsidiary of the Company (other than the Co-Issuer) that guarantees the Company’s obligations under the new senior secured credit facilities, subject to certain exclusions.

The Notes and the related guarantees are being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction’s securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the federal securities laws and are subject to various risks, uncertainties and assumptions. All statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “plans,” “seeks,” “anticipates,” “strategy,” “believes,” “intends,” “may,” “outlook,” “forecasts,” “goal,” “estimates” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” and similar expressions (or the negative of such expressions), are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger, the ability to complete the offering on favorable terms, if at all, and general market conditions which might affect the offering. Forward-looking statements are made based on our current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those indicated by such forward-looking statements. The Company undertakes no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.