CHARLOTTE, NC--(Marketwired - December 15, 2016) - Chanticleer Holdings, Inc. (NASDAQ: HOTR) (NASDAQ: HOTRW) ("Chanticleer", or the "Company"), owner and operator of multiple restaurant brands in the U.S. and abroad, announced the commencement of the subscription period for its previously announced rights offering.
Subscription Period Dates
Thursday, December 15, 2016: Subscription Period Began
Thursday, December 29, 2016: Subscription Period expires at 5:00 PM ET* (Please be aware again that many broker dealers require that you exercise through them days in advance of the expiration of the rights offering, so please speak with your broker so that you do not miss their cut off time)
*Unless extended in Chanticleer's sole discretion.
The Company is effectuating its rights offering through the distribution of non-transferable subscription rights to purchase units, each unit consisting of one share of redeemable Series 1 Preferred Stock and one Series 1 Warrant to purchase 10 shares of common stock. The proposed rights offering will consist of up to an aggregate of 1,000,000 units at a subscription price of $13.50 per unit. Holders of the Series 1 Preferred will be entitled to receive cumulative dividends at the rate of 9% of the purchase price per year for a term of seven years, payable quarterly. Each Series 1 Warrant may be exercised at any time within 7-years of issuance by surrendering one share of Series 1 Preferred.
The rights offering will include an over-subscription privilege, which will entitle each rights holder that exercises its basic subscription privilege in full the right to purchase additional units that remain unsubscribed at the expiration of the rights offering, if any. The basic and over-subscription privileges may be exercised during the subscription period, subject to proration. Chanticleer may extend the offering up to an additional 30 days, in which case the offering would continue on a subscriptions first-in, first-served basis, with the potential for pro rata allocation of units among participants subscribing on the day, if any, on which the offering becomes over-subscribed. If the rights offering is not fully subscribed following expiration of the rights offering, Source Capital Group, Inc., the dealer-manager for the rights offering, has agreed to use its commercially reasonable efforts to place any unsubscribed units at the subscription price for an additional period of up to 45 days. Chanticleer intends to apply to have the units listed on a stock exchange or quoted on the OTC marketplace. There is no assurance that the units will be listed on a stock exchange or quoted on the OTC marketplace.
The rights offering proceeds will be used to retire certain of the Company's current debt obligations, provide funds for store-related growth and for general working capital. Assuming the rights offering is fully subscribed, the Company currently expects to receive gross proceeds of approximately $13.5 million.
The Company has engaged Source Capital Group, Inc. as the dealer-manager for the rights offering.
The rights offering will be made pursuant to Chanticleer's effective registration statement on Form S-1 (Reg. No. 333-214319) on file with the U.S. Securities and Exchange Commission (the "SEC"). This press release is not an offer to sell these securities and is not soliciting an offer to buy these securities. The offering can be made only by a final prospectus. Investors should consider investment objectives, risks, charges, and expenses carefully before investing. The prospectus included in the registration statement contains this and additional information about Chanticleer and the rights offering, and rights holders should carefully read the prospectus before exercising their rights and investing. The prospectus may be found by clicking on the following link:
Requests for copies of the prospectus or questions from shareholders relating to the rights offering may be directed to the information agent for the rights offering, as follows:
Issuer Direct, LLC
About Chanticleer Holdings, Inc.
Headquartered in Charlotte, NC, Chanticleer (HOTR), owns, operates and franchises fast casual and full service restaurant brands, including American Burger Company, BGR: The Burger Joint, Little Big Burger, Just Fresh and Hooters.
About Source Capital Group,Inc.
Source Capital Group, Inc. was founded in 1992 as a boutique investment banking firm specializing in small to medium-sized transactions, and continues to focus its investment banking activities in those segments of the market. Source Capital has grown to include businesses in general securities, emerging market securities, distressed and high-yield debt securities, investment management, mortgages, and business lending. Source Capital's mission is to provide excellent service and independent, unbiased, and tailor-made advice. Source Capital is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, and Puerto Rico, and is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation.
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.