DineEquity, Inc. Announces Preliminary Results of Tender Offers and Consent Solicitation

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DineEquity, Inc.
DIN
, the parent company of Applebee's Neighborhood Grill & Bar and IHOP Restaurants, announced today the preliminary 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"). DineEquity also announced today the preliminary results of its previously announced consent solicitation (the "Consent Solicitation") to waive certain provisions of the indenture and related documents governing the IHOP 2007-3 Notes. The Early Tender Deadline, the Withdrawal Deadline and the Consent Payment Deadline for the Tender Offers and Consent Solicitation, occurred at 5:00 p.m., Eastern Daylight Time, on September 23, 2010 (the "Early Deadline"). The aggregate principal amount of each class or series of the Notes validly tendered and not validly withdrawn by the holders as of the Early Deadline is set forth in the table below: ---------------------------------------------------------------------------- Aggregate Principal Amount of Percent of Tender Valid Tenders Outstanding Offer Early Total Outstanding Received Prior Principal Consider- Tender Consider- Principal to the Early Amount ation Premium ation Notes Amount Deadline Tendered (1)(2) (1) (1)(2)(3) -------- ------------ -------------- ----------- -------- -------- --------- Class A- 2-II-A $599,039,417 $533,655,431 89.1% $985 $30 $1,015 Notes -------- ------------ -------------- ----------- -------- -------- --------- Class A- 2-II-X $366,072,307 $366,072,307 100% $985 $30 $1,015 Notes -------- ------------ -------------- ----------- -------- -------- --------- IHOP 2007-1 $175,000,000 $170,800,000 97.6% $1,020 $30 $1,050 Notes -------- ------------ -------------- ----------- -------- -------- --------- Aggregate Principal Amount of Valid Tenders Percent of Tender and Consents Outstanding Offer Total Outstanding Received Prior Principal Consider- Consent Consider- Principal to the Early Amount ation Payment ation Notes Amount Deadline Tendered (1)(2) (1) (1)(2)(4) -------- ------------ -------------- ----------- -------- -------- --------- IHOP 2007-3 $245,000,000 $186,920,000 76.3% $1,045 $30 $1,075 Notes ---------------------------------------------------------------------------- (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. 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 prior to 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 tender their Notes after the Early Deadline but prior to the expiration of the Tender Offers and the Consent Solicitation, will receive only the applicable Tender Offer Consideration set forth above, excluding any Early Tender Premium or any Consent Payment as described above. The Tender Offers and the Consent Solicitation are scheduled to expire at 5:00 p.m., Eastern Daylight Time, on October 8, 2010, unless extended or earlier terminated by DineEquity. Holders no longer have any right to withdraw any Notes that have been or will be tendered or revoke any consents that have been or will be delivered, unless DineEquity is required by law to permit withdrawal or revocation. The results announced today are preliminary and subject to verification by the depositary. The final number of Notes accepted for purchase and to be purchased will be announced as soon as practicable following the expiration of the Tender Offers and the Consent Solicitation. The Tender Offers and the Consent Solicitation are subject to certain conditions, including (i) the arrangement of new debt financing to fund the Tender Offers and the Consent Solicitation and the related transactions, (ii) the consummation of the tender offers for each of the classes or series of Notes, (iii) receipt of valid tenders of at least a minimum principal amount of Notes as set forth in the applicable Offer to Purchase, with respect to the Applebee's Notes and the IHOP 2007-1 Notes, and the Offer to Purchase and Consent Solicitation Statement, with respect to the IHOP 2007-3 Notes, (iv) solely with respect to the IHOP 2007-3 Notes, receipt of valid tenders of IHOP 2007-3 Notes and deliveries of related consents from holders of more than 50% of the aggregate outstanding principal amount of the IHOP 2007-3 Notes (excluding any IHOP 2007-3 Notes owned by the Issuers or any other obligor upon the IHOP 2007-3 Notes or any affiliate of any of them and any IHOP 2007-3 Notes held in any accounts with respect to which International House of Pancakes, Inc. or any affiliate thereof exercises discretionary voting authority), and (v) other customary conditions. Based on the preliminary results, and subject to the other conditions of the Tender Offers and the Consent Solicitation, the number of Notes validly tendered and not validly withdrawn, and consents validly delivered and not validly revoked, prior to the Early Deadline would satisfy conditions (iii) and (iv), respectively, listed above. Barclays Capital and Goldman, Sachs & Co. are acting as the joint dealer managers and, solely with respect to the IHOP 2007-3 Notes, as the joint solicitation agents; Global Bondholder Services Corporation is acting as the information agent; and Wells Fargo Bank, National Association is acting as depositary in connection with the Tender Offers and the Consent Solicitation. Copies of the materials relating to the Tender Offers and the Consent Solicitation may be obtained from the information agent at (866) 470-4300 (toll free) or (212) 430-3774. Additional information concerning the terms of the Tender Offers and the Consent Solicitation may be obtained by contacting Barclays Capital at (800) 438-3242 (U.S. toll free) or (212) 528-7581 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll free) or (212) 902-5128 (collect). 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 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, each 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.
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Posted In: NewsOfferingsConsumer DiscretionaryRestaurants
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