Chanticleer Holdings Files S-1 Registration Statement for Rights Offering
CHARLOTTE, NC -- (Marketwired) -- 01/14/15 -- Chanticleer Holdings, Inc. (NASDAQ: HOTR) (Chanticleer Holdings, or the "Company"), owner and operator of multiple restaurant brands internationally and domestically, announced it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC") for a rights offering to its existing stockholders.
The rights offering will be made through a dividend in the form of non-transferable subscription rights to purchase one share of common stock per each share of common stock owned on the record date at an exercise price to be determined by the effective date. The purpose of this rights offering is to raise equity capital in a cost-effective manner that gives all of the Company's existing shareholders the opportunity to participate. Once the registration statement is declared effective, the subscription period is expected to stay open for approximately 16 days. Holders who fully exercise their subscription rights will be entitled to subscribe for additional shares of common stock to the extent that any subscription rights remain unsubscribed. The non-transferable subscription rights may not be sold. The subscription rights may only be exercised during the subscription period which shall be after the record date. The Company is reserving the right to reduce the rights offering in order to preserve certain of the Company's tax attributes, such as net operating loss carry forwards.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights will be issued to all shareholders as of a record date which has yet to be determined. The subscription price also has yet to be determined. The Company will provide notice of the record date and subscription price in the future at such time as they are determined. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The Company has entered into a dealer manager and placement agent agreement with Source Capital Group, Inc. to act as dealer manager for the rights offering.
When available, copies of the prospectus relating to the rights offering may be obtained from the information agent for the rights offering:
Rights Information Agent:
Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, NY 10022
Phone 212.297.0720 or 877.869.0171
hotr@okapipartners.com
"Although we believe our current share price does not fairly reflect the value of our company, we have identified two accretive acquisitions in the better burger space that we have under non-binding letters of intent and three new international Hooters locations that require us to raise capital. Management and our board, with the help of our advisors have determined this to be the fairest and most efficient way to raise the necessary funds to advance the Company while attempting to preserve our over $18 million net operating tax loss carry-forwards," commented Chairman and CEO of Chanticleer Holdings, Mike Pruitt.
"Chanticleer Holdings has successfully continued its global expansion and as a result achieved record revenue, gross profit and cash flow from operating activities," explained Richard H. Kreger, Senior Managing Director of Investment Banking for Source Capital Group. "As Chanticleer Holdings proceeds with its rights offering, it will be allowing its entire shareholder base to subscribe, while making efforts to protect its extremely valuable net operating tax loss carry-forwards. Such financings are considered extremely democratic and fair since no existing investors will be excluded from participating in the rights offering."
Source Capital Group invites any interested broker dealers in participating in the rights offering to contact Source's syndicate department at HOTR@sourcegrp.com.
About Source Capital Group, Inc.
The Investment Banking Group at Source Capital offers a wealth of Wall Street experience through our seasoned professionals to the underserved small cap company sector and start-up companies as well. We have successfully funded both public and private companies. We offer equity and debt financing to help further the growth of companies that are often overlooked by the larger investment banking firms. Structured finance vehicles have also been used to achieve the needs of larger companies, while creating specific advantages that enhance their balance sheets. Source Capital began as an independent firm specializing in small to medium-sized investment banking transactions. Since 1992, we have grown into a full-service financial institution, while adhering to the highest standards of quality and integrity.
About Chanticleer Holdings, Inc
Headquartered in Charlotte, NC, Chanticleer Holdings (HOTR), together with its subsidiaries, owns and operates restaurant brands in the United States and internationally. The Company is a franchisee owner of Hooters® restaurants in international markets including Australia, South Africa, and Europe, and two Hooters restaurants in the United States. The Company also owns and operates American Burger Co. and owns a majority interest in Just Fresh restaurants in the U.S.
For further information, please visit www.chanticleerholdings.com
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Forward-Looking Statements:
Any statements that are not historical facts contained in this release are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
Contact Information:
Chanticleer Holdings, Inc.
Investor Relations
Phone 704.366.5122
ir@chanticleerholdings.com
Investor Relations
John Nesbett/Jennifer Belodeau
Institutional Marketing Services (IMS)
Phone 203.972.9200
jnesbett@institutionalms.com
Source: Chanticleer Holdings, Inc.
Released January 14, 2015