Real Mex Restaurants begins soliciting consents to amend 14% notes

By Susanna Moon

Chicago, June 15 - Real Mex Restaurants, Inc. said it began a consent solicitation for its 14% senior secured notes due 2013 to allow affiliates of Sun Capital Partners, Inc. to acquire a majority stake in its parent company without requiring an accompanying change-of-control offer for the notes.

Two of the Sun Capital affiliates are existing stockholders of Real Mex's parent, according to a Real Mex press release.

The company also would add an additional covenant that, in an optional redemption of notes between July 1, 2011 and June 30, 2012, Real Mex will pay an additional premium of 2% of par.

Sun Cantinas, LLC, an affiliate of Sun Capital and an equityholder of Real Mex's parent, has agreed to reimburse Real Mex for all consent fees in the offer as well as any additional premiums.

Real Mex will pay $5.00 per $1,000 principal amount for consents delivered by 5 p.m. ET on June 10.

The consent solicitation is scheduled to expire at 12 p.m. ET on June 24 and requires consents from a majority of outstanding notes owned by non-affiliated holders.

Jefferies & Co., Inc. is the solicitation agent. Wells Fargo Bank, NA is the information and tabulation agent.

If the amendment is approved, the supplemental indenture would bind all holders of the notes, including non-consenting holders, but only consenting holders would receive the consent fee.

Real Mex is a restaurant company based in Cypress, Calif.

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