DALLAS, June 20,
2023 /PRNewswire/ -- Brinker International,
Inc. (NYSE: EAT) (the "Company") today announced that it
intends to offer $350 million aggregate principal amount
of senior unsecured notes due 2030 (the "Notes") in a private
offering to eligible purchasers.
The Notes will be guaranteed on a senior unsecured basis by each
of the Company's subsidiaries that guarantee its revolving credit
facility. Net proceeds from the offering of the Notes are expected
to be used to repay a portion of the outstanding indebtedness under
the Company's revolving credit facility. Any remaining net proceeds
are expected to be used for general corporate purposes.
Consummation of the offering of the Notes is subject to market
and other conditions, and there can be no assurance that the
transaction will be successfully completed on the terms described
above, or at all.
The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or any
state securities laws, and may not be offered or sold in
the United States or to U.S.
persons absent registration or an applicable exemption from such
registration requirements. Accordingly, the Notes will be offered
and sold only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to non-U.S. persons in offshore transactions outside
the United States in accordance
with Regulation S under the Securities Act. This release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of, the Notes in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About Brinker
Brinker International, Inc. is one of the world's leading casual
dining restaurant companies and home of Chili's® Grill & Bar,
Maggiano's Little Italy® and the It's Just Wings® virtual brand.
Founded in 1975 in Dallas, Texas,
we've ventured far from home, but stayed true to our roots. Brinker
owns, operates or franchises more than 1,600 restaurants in 29
countries and two U.S. territories. Our passion is making everyone
feel special, and we hope you feel that passion each time you visit
one of our restaurants or invite us into your home through takeout
or delivery.
Forward-Looking Statements
The statements contained in this release that are not historical
facts are forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. We intend all forward-looking
statements to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All
forward-looking statements are made only based on our current
plans, expectations, estimates, assumptions and beliefs concerning
future events impacting us as of the date such statements are made,
and we undertake no obligation to update forward-looking statements
to reflect events or circumstances arising after the date such
statements are made or to reflect the occurrence of unanticipated
events. Forward-looking statements are neither predictions nor
guarantees of future events or performance and are subject to risks
and uncertainties which could cause actual results to differ
materially from our historical results or from those projected in
forward-looking statements. Such risks and uncertainties include,
among other things, prevailing market conditions, risks related to
whether the Company will consummate the offering of the Notes on
the expected terms, or at all, and the fact that Company's
management may have broad discretion in the use of the proceeds
from any sale of the Notes. Other risks and uncertainties include,
among other things, the impact of general economic conditions,
including inflation, on economic activity and on our operations;
the crisis in Ukraine and related
disruptions on our business including consumer demand, costs,
product mix, our strategic initiatives, our partners' supply
chains, operations, technology and assets, and our financial
performance; the impact of competition; changes in consumer
preferences; consumer perception of food safety; reduced consumer
discretionary spending; unfavorable publicity; governmental
regulations; the Company's ability to meet its business strategy
plan; loss of key management personnel; failure to hire and retain
high-quality restaurant management and team members; the impact of
social media or other unfavorable publicity; reliance on technology
and third party delivery providers; failure to protect the security
of data of our guests and team members; product availability and
supply chain disruptions; regional business and economic
conditions; volatility in consumer, commodity, transportation,
labor, currency and capital markets; litigation; franchisee
success; technology failures; failure to protect our intellectual
property; outsourcing; impairment of goodwill or assets; failure to
maintain effective internal control over financial reporting;
downgrades in credit ratings; changes in estimates regarding our
assets; actions of activist shareholders; failure to comply with
new environmental, social and governance (ESG) requirements;
failure to achieve any goals, targets or objectives with respect to
ESG matters; adverse weather conditions; terrorist acts; health
epidemics or pandemics (such as COVID-19); tax reform; inadequate
insurance coverage and limitations imposed by our credit agreements
as well as the risks and uncertainties described in "Risk Factors"
in our Annual Report on Form 10-K and future filings with the
Securities and Exchange Commission.
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SOURCE Brinker International Payroll Company, L.P.