SOURCE: Chanticleer Holdings, Inc.

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August 19, 2015 13:05 ET

Chanticleer Holdings Announces Up to $10 Million Rights Offering

CHARLOTTE, NC--(Marketwired - August 19, 2015) - Chanticleer Holdings, Inc. (NASDAQ: HOTR) ("Chanticleer" or the "Company"), owner and operator of multiple restaurant brands internationally and domestically, today announced that its board of directors has approved a non-transferable rights offering which will allow its shareholders to acquire additional shares of common stock (the "rights offering"). The Company is planning to commence the rights offering in order to raise equity capital in a timely and cost-effective manner, while providing Chanticleer's shareholders the opportunity to participate.

Chairman and CEO of Chanticleer Holdings, Mike Pruitt, stated, "The proceeds from this rights offering will be used to close the Little Big Burger acquisition and to increase our financial interest in Australia. Little Big Burger is a gourmet fast-casual restaurant concept with eight locations in Oregon which generated $6 million of net sales in 2014. Their unit economic model with EBITDA margin greater than 25% will be accretive to Chanticleer's earnings and provide a great addition to our portfolio of brands. Additionally, increasing our interest in Australia will enable us to drive improved performance in that attractive market."

Mr. Pruitt continued, "Although we believe that our current share price does not reflect the value of our Company, we believe that these are attractive opportunities and management and the board determined a rights offering to be the fairest and most efficient way to raise the funds to advance the Company while also best preserving our over $26.3 million net operating U.S. federal and state net operating loss carry-forwards."

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. The dividend of the subscription rights settles T+3 so in order to be considered a shareholder of record you must own the stock in your brokerage account as of 4:00 PM ET on Tuesday, September 1, 2015, which is three trading days before the record date of Friday, September 4, 2015. The proposed rights offering will also include an over-subscription privilege, which will entitle each rights holder that exercises all of its basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering. Both the basic and over subscription privileges are subject to the availability and pro rata allocation of shares among participants. All basic subscription rights and over-subscription privileges may be exercised during the subscription period of Tuesday, September 8, 2015 through 5:00 PM ET Friday, September 18, 2015 on a pro-rata basis. The Company may extend the offering up to an additional 30 days, at its sole discretion, in which case the offering would continue on a subscriptions first-in, first served basis, calculated on a daily basis with the potential for pro-rata allocation of shares among participants subscribing on the last day the offering remains open.

In addition, the Company recommends that current stockholders consider notifying their broker or financial advisor about the upcoming rights offering to ensure they will maximize their ability to participate in the rights offering.

See below expected calendar:

Tuesday, September 1, 2015Ownership Day, must own HOTR by 4:00 PM ET to be considered a shareholder of record.
  
Wednesday, September 2, 2015Shares trade Ex-Right
  
Friday, September 4, 2015Record Date
  
Tuesday, September 8, 2015Subscription Period Begins
  
Friday, September 18, 2015Subscription Period expires at 5:00 PM ET

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.

The rights offering is being made pursuant to Chanticleer's effective shelf registration statement on Form S-3 (Reg. No. 333-203679) on file with the Securities Exchange Commission. The information herein is not complete and is subject to change. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a final prospectus. Investors should consider the Company's investment objective, risks, charges and expenses carefully before investing. The base prospectus contains this and additional information about the Company and the prospectus supplement will contain this and additional information about the Offering, and should be read carefully before investing. The base prospectus and the prospectus supplement, when it is filed, may be found by clicking on the following link:

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001106838&owner=exclude&count=40&hidefilings=0

Requests for copies of the base prospectus and the prospectus supplement or questions from shareholders relating to the rights offering may be directed to the information agent for the rights offering, as follows:

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

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., BGR: The Burger Joint, BT's Burger Joint 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.

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