ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 16, 2021, Fiesta Restaurant Group, Inc. (the "Company"), YTC
Enterprises, LLC (the "Buyer") and Yadav Enterprises, Inc. ("Yadav Enterprises")
entered into an Amendment to Stock Purchase Agreement (the "Amendment") which
amends the Stock Purchase Agreement (as amended, the "Purchase Agreement") dated
as of July 1, 2021 among the Company, the Buyer and Yadav Enterprises. The
Amendment is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On August 16, 2021, the Company completed the previously announced sale of its
Taco Cabana restaurant business through the sale of all of the outstanding
capital stock of Taco Cabana, Inc., the parent company of the Taco Cabana
business (the "Transaction") to the Buyer and Yadav Enterprises for a cash
purchase price of $85.0 million, subject to reduction for (i) closing
adjustments of approximately $4.55 million related to maintenance and repair
work at the Taco Cabana restaurants and landscaping restoration as a result of
Winter Storm Uri, and (ii) certain other working capital adjustments as set
forth in the Purchase Agreement (as amended by the Amendment). The terms of the
Transaction are set forth in the Purchase Agreement which is attached as
Exhibit 2.1 to the Form 8-K filed by the Company on July 7, 2021 and is
incorporated by reference herein.
The unaudited pro forma financial information of the Company giving effect to
the Transaction, together with the related notes thereto, is attached hereto as
Exhibit 99.1 .
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
On August 16, 2021, the Company used the net proceeds of the Transaction to
fully repay the Company's outstanding term loan borrowings of approximately
$74.6 million as required under its Credit Agreement dated as of November 23,
2020 among the Company, Fortress Credit Corp., as administrative agent and
collateral agent, and the lenders party thereto, and to pay Transaction fees and
a loan prepayment premium of approximately $4.2 million which is comprised of a
loan prepayment fee of 3% of the principal repaid of $2.2 million and certain
divestiture transaction fees of approximately $2.0 million.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial information of Fiesta Restaurant
Group, Inc. is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
(d) Exhibits
10.1 Amendment to Stock Purchase Agreement dated as of August 16,
2021 among Fiesta Restaurant G roup, Inc., YTC E nterprises, LLC
and Yadav Enterprises, Inc .
99.1 Unaudited Pro Forma Consolidated Financial Information of Fiesta
Restaurant Group, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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FIESTA RESTAURANT GROUP, INC. 
