Carrols Restaurant Group, Inc. (NasdaqGS:TAST) entered into a definitive agreement to acquire 221 Restaurants of Cambridge Franchise Holdings, LLC for approximately $240 million on February 19, 2019. The consideration includes approximately $100 million of net debt assumed from Cambridge. Cambridge will receive approximately 7.364413 million shares of Carrols common stock, and at closing will own approximately 16.6% of Carrols’ outstanding common shares. Cambridge will also receive shares of 9% PIK Series C Convertible Preferred Stock that will be convertible into approximately 7.45 million shares of Carrols common stock at $13.50 per share. On a fully-diluted, as-if converted basis after giving effect to both the conversion of the Cambridge and Burger King Corporation (“BKC”) convertible preferred stocks to common stock, Cambridge would hold an approximate 24% equity interest in the Company. The conversion of the Series C Preferred Stock received by Cambridge Holdings will be subject to a vote of Carrols Restaurant's stockholders which will occur at Carrols Restaurant's 2019 Annual Meeting of stockholders, and will automatically convert into Carrols Restaurant's common stock upon stockholder approval of such conversion. All shares issued to Cambridge Holdings are subject to a two year restriction on sale or transfer subject to certain limited exceptions. As part of the transaction, Cambridge will have the right to designate up to two Director nominees and Perelman and Sloane will join the Carrols Board of Directors upon completion of the merger. The transaction is subject to the expiration or termination of the relevant waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, completion of reorganization, the effectiveness of the registration statement for the shares of Cambridge Franchise Holdings common stock to be exchanged with the existing holders of Carrols common stock and listing approval from NASDAQ, third party approvals, Carrols Preferred Stockholder approval and other customary closing conditions. The board of directors of each Carrols, Cambridge Franchise Holdings and Cambridge Franchise Partners approved the transaction. The closing of the merger with Cambridge is not, conditioned on financing and Carrols’ stockholders approval. The transaction is expected to close in late April 2019. Jeremy S. Liss, Willard Boothby, Kristin Rulison, Eric L. Schiele, Matthew S. Arenson of Kirkland & Ellis LLP acted as legal advisors to Cambridge Franchise Holdings, LLC. Wayne Wald and Palash Pandya of Akerman LLP acted as legal advisors to Carrols. Stephens, Inc. provided Fairness Opinion to Carrols Restaurant Group’s Board of Directors. Morgan Stanley acted as the financial advisor to Cambridge Franchise Holdings.