UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 1, 2008
DineEquity, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-15283 |
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95-3038279 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
450 North Brand, Glendale, California |
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91203 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(818) 240-6055
(Registrants telephone number, including area code)
IHOP Corp.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On July 1, 2008, the Registrant issued a press release announcing the successful completion of the sale of 26 company-operated Applebees restaurants in Southern California to Apple American Group LLC. The sale of Applebees Southern California market generated approximately $27 million in after-tax cash proceeds, which will be dedicated toward reducing the Companys $350 million consolidated funded debt obligation.
The Registrant also announced that it has secured an extension on the payment date of $350 million of its consolidated funded debt obligation, previously due on June 30, 2008, to August 31, 2008.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press release of Registrant, dated July 1, 2008 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 2, 2008 |
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DINEEQUITY, INC. |
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By: |
/s/ Thomas G. Conforti |
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Name: Thomas G. Conforti |
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Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
99.1 |
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Press release of Registrant, dated July 1, 2008 |
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Exhibit 99.1
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News Release |
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Stacy Roughan
Director, Investor Relations
DineEquity, Inc.
818-637-3632
DineEquity, Inc. Completes Sale of Applebees Southern California
Company Market; Enables $27 Million Reduction of Companys Funded Debt
GLENDALE, Calif., July 1, 2008 DineEquity, Inc. (NYSE: DIN), franchisor and operator of Applebees and IHOP restaurants, announced the successful completion of the sale of 26 company-operated Applebees restaurants in Southern California to Apple American Group LLC. The sale of Applebees Southern California market generated approximately $27 million in after-tax cash proceeds, which will be dedicated toward reducing the Companys $350 million consolidated funded debt obligation.
DineEquity also announced that it has secured an extension on the payment date of its $350 million obligation to August 31, 2008. The note obligation was previously due on June 30, 2008. The Company has already reduced this note obligation by a total of approximately $303 million with after-tax cash proceeds and cash tax benefits related to the debt reduction enabled by its previously announced sale-leaseback of 181 Applebees company-owned restaurant real estate properties. After-tax cash proceeds from the sale of Applebees Southern California market are expected to be processed through the Companys securitization structure and applied toward debt reduction by July 21, 2008.
DineEquity expects to meet the approximate $20 million balance of its note obligation in part with the benefits of after-tax cash proceeds anticipated from the sale of Applebees Restaurant Support Center in Lenexa, Kansas. The timeframe for completing the sale of Applebees headquarters has been extended to accommodate alternative bids and secure a final buyer for the property. DineEquity reiterated its expectations that the sale of Applebees headquarters should generate approximately $40 million in after-tax cash proceeds. The Companys goal is to pay the remaining $20 million in full with after-tax cash proceeds from the sale of Applebees Restaurant Support Center by the August 31, 2008 extension date to avoid triggering a make-whole payment associated with this note obligation.
About DineEquity, Inc.
Based in Glendale, California, DineEquity, Inc. franchises and operates restaurants under the Applebees Neighborhood Grill & Bar and IHOP brands. With more than 3,300 restaurants combined, DineEquity is the largest full-service restaurant company in the world. For more information on DineEquity, visit the Companys Web site located at www.dineequity.com.
Forward-Looking Statements
There are forward-looking statements contained in this news release. They use such words as may, will, expect, believe, plan, or other similar terminology, and include statements
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Dine Equity, Inc. |
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450 North Brand Blvd, 7th floor |
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Glendale, California 91203-4415 |
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866.995.DINE |
regarding the strategic and financial benefits of the acquisition of Applebees International, Inc., expectations regarding integration and cost savings, and other financial guidance. These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results to be materially different than those expressed or implied in such statements. These factors include, but are not limited to: the implementation of the Companys strategic growth plan; the availability of suitable locations and terms for the sites designated for development; the ability of franchise developers to fulfill their commitments to build new restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; risks associated with executing the Companys strategic plan for Applebees; risks associated with the Companys incurrence of significant indebtedness to finance the acquisition of Applebees; the failure to realize the synergies and other perceived advantages resulting from the acquisition; costs and potential litigation associated with the acquisition; the ability to retain key personnel after the acquisition; conditions beyond the Companys control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Companys customers or food supplies; or acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; continuing acceptance of the IHOP, International House of Pancakes and Applebees brands and concepts by guests and franchisees; the Companys overall marketing, operational and financial performance; economic and political conditions; adoption of new, or changes in, accounting policies and practices; and other factors discussed from time to time in the Companys news releases, public statements and/or filings with the Securities and Exchange Commission, especially the Risk Factors sections of Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, the Company disclaims any intent or obligation to update these forward-looking statements.
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