El Pollo Loco gets tenders for $257.33 million of 11¾%, 14½% notes

By Susanna Moon

Chicago, July 13 - El Pollo Loco, Inc. and parent company EPL Intermediate, Inc. completed their tender offers for three series of notes at noon ET on July 13. They received no additional tenders after 5 p.m. ET on July 11.

As previously reported, El Pollo Loco offered to repurchase its 11¾% senior secured notes due 2012 and 11¾% senior notes due 2013, and EPL tendered for its 14½% senior discount notes due 2014. The offers began on June 6.

The companies also solicited consents to amend the note indentures. Holders could not deliver consents without tendering their notes and vice versa.

As of 5 p.m. ET on July 11, holders had tendered $132.13 million of the 11¾% notes due 2012 and $19,198,000 of the 14½% discount notes - unchanged from 5 p.m. ET on June 30 - and $105,997,000 of the 11¾% notes due 2013, up from $105,888,000 on June 30.

Those figures remain unchanged.

The companies accepted for payment about 99.72% of the outstanding 11¾% notes due 2012, about 99.06% of the 11¾% notes due 2013 and all of the outstanding 14½% notes, according to a press release from El Pollo.

Settlement will occur "promptly," and the proposed amendments to the note indentures, which eliminate or modify substantially all restrictive covenants and events of default and release the collateral securing the 11¾% notes due 2012, will become effective at closing, the release noted.

The company previously noted that it received enough consents to amend the indentures. Consents were needed from the holders of at least two-thirds of the 11¾% notes due 2012 and a majority of the 11¾% notes due 2013 and the 14½% notes.

For each $1,000 principal amount, holders will receive $1,062.50 for the 11¾% notes due 2012, $1,033.13 for the 11¾% notes due 2013 and $1,048.75 for the 14½% notes. These amounts include a consent payment of $30.00 for each note tendered by 5 p.m. ET on June 17.

The offers were contingent on the receipt of proceeds from a new debt financing.

On June 23, El Pollo adjusted the tranche sizes and set price talk for its upsized $287.5 million debt refinancing package.

The company downsized its 61/2-year second-lien senior secured private notes offering to $105 million from $110 million, with price talk on the notes at 12½% cash plus 4½% PIK and an offer price of 97, yielding in the 17.8% area.

El Pollo Loco also lifted its six-year first-lien term loan (B) to $170 million from $160 million and raised pricing to Libor plus 775 basis points from talk of Libor plus 600 bps to 650 bps.

Jefferies & Co., Inc. is the dealer manager and solicitation agent (888 708-5831 or call collect 203 363-8273). i-Deal LLC is the information agent (888 593-9546).

El Pollo Loco is a Costa Mesa, Calif.-based restaurant operator.

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