Carrols Restaurant Group, Inc. (Nasdaq: TAST or “Carrols”) today announced that its Board of Directors has given final approval to the spin-off of Fiesta Restaurant Group, Inc. (“Fiesta”), an indirect wholly-owned subsidiary that operates the Pollo Tropical and Taco Cabanarestaurant businesses. The spin-off will be completed through a tax-free dividend of the common stock of Fiesta to Carrols’ stockholders.
The distribution of the Fiesta common stock is expected to occur on May 7, 2012, with each Carrols’ stockholder receiving one share of Fiesta common stock for every share of Carrols common stock held of record at the close of business on April 26, 2012, the record date of the distribution.
The spin-off is subject to satisfaction or waiver of customary conditions set forth in a separation and distribution agreement as filed with the Securities and Exchange Commission by Fiesta and Carrols. Immediately following the distribution, Carrols Restaurant Group’s stockholders will own 100% of the outstanding common stock of Fiesta Restaurant Group.
Carrols Restaurant Group has received a private letter ruling from the Internal Revenue Service with respect to the tax-free status of the distribution Fiesta Restaurant Group’s registration statement on Form 10 was declared effective by the Securities and Exchange Commission on April 25, 2012.
The common stock of Fiesta Restaurant Group will begin trading on a “when issued” basis on The NASDAQ Global Select Market on April 26, 2012 under the symbol “FRGI” and will begin trading on a “regular way” basis on May 8, 2012. Carrols Restaurant Group common stock will continue to trade on The NASDAQ Global Market under the symbol “TAST.”
Carrols Restaurant Group, Inc. is Burger King Corporation’s largest franchisee with 297 Burger King restaurants as of April 1, 2012 and has operated Burger King restaurants since 1976. For more information on Carrols, please visit the company’s website at www.carrols.com.
Fiesta Restaurant Group, Inc. owns and operates the Pollo Tropical and Taco Cabana restaurant businesses with 243 company-owned and operated restaurants at April 1, 2012 and 38 franchised restaurants in the United States, Puerto Rico, Ecuador, Honduras, Trinidad, the Bahamas, Venezuela and Costa Rica. For more information on Fiesta, please visit the company’s website at www.frgi.com.