0001140361-24-026625.txt : 20240517 0001140361-24-026625.hdr.sgml : 20240517 20240517132154 ACCESSION NUMBER: 0001140361-24-026625 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240516 FILED AS OF DATE: 20240517 DATE AS OF CHANGE: 20240517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Perelman Matthew Terker CENTRAL INDEX KEY: 0001771891 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958736 MAIL ADDRESS: STREET 1: 853 BROADWAY, SUITE 2014 CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMBRIDGE FRANCHISE PARTNERS, LLC CENTRAL INDEX KEY: 0001737771 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958737 BUSINESS ADDRESS: STREET 1: 208 N. GARNETT STREET CITY: HENDERSON STATE: NC ZIP: 27536 BUSINESS PHONE: 917-734-2746 MAIL ADDRESS: STREET 1: 853 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cambridge Franchise Holdings, LLC CENTRAL INDEX KEY: 0001777553 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958738 BUSINESS ADDRESS: STREET 1: 853 BROADWAY, SUITE 2014 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 9176852967 MAIL ADDRESS: STREET 1: 853 BROADWAY, SUITE 2014 CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sloane Alexander R CENTRAL INDEX KEY: 0001771894 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33174 FILM NUMBER: 24958735 MAIL ADDRESS: STREET 1: 853 BROADWAY, SUITE 2014 CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARROLS RESTAURANT GROUP, INC. CENTRAL INDEX KEY: 0000809248 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 161287774 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203 BUSINESS PHONE: 315-424-0513 MAIL ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203 FORMER COMPANY: FORMER CONFORMED NAME: CARROLS HOLDINGS CORP DATE OF NAME CHANGE: 19870113 4 1 form4.xml FORM 4 X0508 4 2024-05-16 true 0000809248 CARROLS RESTAURANT GROUP, INC. TAST 0001777553 Cambridge Franchise Holdings, LLC 853 BROADWAY, SUITE 1605 NEW YORK NY 10003 true true 0001737771 CAMBRIDGE FRANCHISE PARTNERS, LLC 853 BROADWAY, SUITE 1605 NEW YORK NY 10003 true true 0001771891 Perelman Matthew Terker 853 BROADWAY, SUITE 1605 NEW YORK NY 10003 true true 0001771894 Sloane Alexander R 853 BROADWAY, SUITE 1605 NEW YORK NY 10003 true true false Common Stock, par value $0.01 per share 2024-05-16 4 D 0 10442310 D 0 I See Footnote Common Stock, par value $0.01 per share 2024-05-16 4 D 0 295111 D 0 D Common Stock, par value $0.01 per share 2024-05-16 4 D 0 164161 D 0 D On May 16, 2024, Carrols Restaurant Group, Inc. (the "Company" or the "Issuer") consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 16, 2024 (the "Merger Agreement"), by and among the Company, Restaurant Brands International Inc. and BK Cheshire Corp. (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company, including any restricted shares, ("Common Stock") was cancelled and converted into the right to receive $9.55 in cash, without interest thereon, under the terms and subject to the conditions set forth in the Merger Agreement. These shares of Common Stock of the Issuer are owned of record by Cambridge Franchise Holdings, LLC ("CFH") and were acquired by CFH pursuant to the Agreement and Plan of Merger, dated as of February 19, 2019 (the "CFH Merger Agreement"), by and among the Issuer, Carrols Holdco Inc., GRC MergerSub Inc., GRC MergerSub LLC, Cambridge Franchise Partners, LLC ("CFP"), CFH and New CFH, LLC. On April 30, 2019, at the closing of the transactions contemplated by the CFH Merger Agreement, CFH acquired 7,364,413 shares of Common Stock and 10,000 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), of the Issuer. (Continued to Footnote 3) (Continued from Footnote 2) The certificate of designations pursuant to which the Series C Preferred Stock was issued provided that the Series C Preferred Stock was not convertible into Common Stock unless and until stockholders of the Issuer approved the issuance of shares of Common Stock upon such conversion in accordance with the applicable rules of the Nasdaq Stock Market LLC and provided that, upon such stockholder approval, the Series C Preferred Stock would automatically convert into an aggregate of 7,450,402 shares of Common Stock, subject to adjustment in accordance with the certificate of designations. On August 29, 2019, at the 2019 annual meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon the conversion of the Series C Preferred Stock and the 10,000 shares of Series C Preferred Stock automatically converted into 7,450,402 shares of Common Stock. Matthew Perelman and Alexander Sloane are the managing principals of CFP, which is the sole member and manager of CFH. Accordingly, each of Matthew Perelman, Alexander Sloane and CFP may be deemed to beneficially own the securities of the Issuer held by CFH. The filing of this statement on Form 4 shall not be deemed an admission that any of the reporting persons beneficially owns any securities of the Issuer not owned directly by such reporting person, and each reporting person disclaims any beneficial ownership of any securities of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, except to the extent of such reporting person's pecuniary interest therein. The reporting persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. Each of Matthew Perelman and Alexander Sloane was appointed to the board of directors of the Issuer as a representative of CFH and, pursuant to the Registration Rights and Stockholders' Agreement entered into by the Issuer and CFH on April 30, 2019, as amended, CFH has certain rights to nominate directors for election to the board of directors of the Issuer. Accordingly, each of CFH and CFP may be deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group. Matthew Perelman is the beneficial and record owner of these shares of Common Stock, which include 55,976 restricted shares of Common Stock. Alexander Sloane is the beneficial and record owner of these shares of Common Stock, which include 55,976 restricted shares of Common Stock. CAMBRIDGE FRANCHISE HOLDINGS, LLC By: /s/ Matthew Perelman, Co-President 2024-05-17 CAMBRIDGE FRANCHISE PARTNERS, LLC By: /s/ Matthew Perelman, Co-President 2024-05-17 MATTHEW TERKER PERELMAN /s/ Matthew Terker Perelman 2024-05-17 ALEXANDER R SLOANE /s/ Alexander R Sloane 2024-05-17