FOR IMMEDIATE RELEASE
SHONEY'S, INC. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER AND CONSENT
SOLICITATION FOR LIQUID YIELD OPTION NOTES DUE 2004 AND 8-1/4% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2002
Majority of Noteholders Already Committed to Transaction
Nashville, Tennessee - June 28, 2000 -- Shoney's, Inc. (NYSE: SHN)
("Shoney's") today announced its intention to commence a cash tender offer
to purchase any and all of the outstanding $177 million principal amount at
maturity of its Liquid Yield Option Notes due 2004 ("LYONs") and $52 million
principal amount of its 8-1/4% Convertible Subordinated Debentures due 2002
(the "Debentures" and collectively with the LYONs, the "Securities"). The
offer price (including any consent payment) for the LYONs in the tender offer
will be $250 per $1,000 of principal amount at maturity. The offer price
(including any consent payment) for the Debentures in the tender offer will
be $691.59 per $1,000 of principal amount. The total value of the
transaction is approximately $80 million. The Company indicated that late
yesterday, it received written agreements from holders of 58% of the LYONs
and 72% of the Debentures to tender their Securities in the offer when it is
commenced.
The Company's announcement follows the unsuccessful offer that it commenced
on March 27, 2000 to acquire all of the Securities for an aggregate price of
approximately $42 million. Subsequent to the expiration of that previous
offer, the Company continued a dialogue with a committee of noteholders and
their counsel. Those discussions resulted in the agreement of substantial
majorities of each of the issues of Securities to agree to the new terms and
allow the Company to commence the revised offer.
The Company expects to file its offer materials with the Securities and
Exchange Commission on or before July 5, 2000 and would expect to receive
regulatory clearance and be able to commence the tender offer on or about
July 17, 2000. If it were able to do so, the tender offer would be expected
to expire on or about August 14, 2000, unless extended. The Company expects
the tender offer to be subject to the satisfaction of certain conditions,
including receipt of financing and the valid tender of at least 90% of the
aggregate principal amount at maturity of the LYONs outstanding and at least
90% of the principal amount of the Debentures outstanding.
Banc of America Securities LLC will act as the exclusive dealer manager and
D.F. King & Co., Inc. will act as information agent in connection with the
tender offer and consent solicitation for the Securities. The depositary for
the tender offer and consent solicitation will be The Bank of New York.
Headquartered in Nashville, Tennessee, Shoney's, Inc. owns, operates and
franchises 1,084 restaurants in 28 states, including 617 Company-owned and
467 franchised restaurants, under the names: Shoney's Restaurants and Captain
D's Seafood Restaurants. Shoney's, Inc.'s stock is traded on the New York
Stock Exchange under the symbol "SHN."
CONTACT: Mike Payne
SVP & Corporate Controller
Shoney's, Inc.
(615) 231- 2332
or
Andrew Karp
Managing Director
Banc of America Securities LLC
(704) 388-4813 or (888) 292-0070.
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HOLDERS OF SECURITIES ARE ADVISED TO READ THE TENDER OFFER STATEMENT WHEN IT
IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER
STATEMENT AND OTHER FILED DOCUMENTS ARE AVAILABLE AT THE WEB SITE OF THE
SECURITIES AND EXCHANGE COMMISSION (www.sec.gov).
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Certain statements in this release are "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All
forward looking statements involve risks and uncertainties which, in many
cases, are beyond the control of the Company and could cause actual results
to differ materially. The Company undertakes no obligation to update any
forward looking statements, or to make any other forward looking statements,
whether as a result of new information, future events or otherwise. Further
information on factors which could affect the Company's financial results is
contained in the Company's filings with the Securities and Exchange
Commission, including the ability of management to implement successfully its
strategy for improving Shoney's Restaurants performance, the ability to
effect asset sales consistent with the projected proceeds and timing
expectations, the results of pending litigation, adequacy of management
personnel resources, shortages of restaurant labor, commodity price
increases, product shortages, adverse general economic conditions, turnover
and a variety of other factors.
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