DEFA14A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 26, 2010

CKE Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-11313	33-0602639
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6307 Carpinteria Ave., Ste. A, Carpinteria, California		93013
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (805) 745-7500

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[x]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 February 26, 2010, CKE Restaurants, Inc. (the "Company") issued a press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 26, 2010, the Company issued a memorandum to the employees of the Company, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On February 26, 2010, the Company issued a memorandum to the franchisees of the Company, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

	CKE Restaurants, Inc.
February 26, 2010	By:	/s/ Theodore Abajian
		Name: Theodore Abajian
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated February 26, 2010
99.2	Memorandum to Employees
99.3	Memorandum to Franchisees

EX-99.1

THOMAS H. LEE PARTNERS TO ACQUIRE CKE RESTAURANTS

Cash Premium of 24% to CKE Shareholders

CARPINTERIA, Calif. – February 26, 2010 – CKE Restaurants, Inc. (“CKE”), owner of Carl’s Jr. and Hardee’s quick-service restaurant chains, and Thomas H. Lee Partners (“THL”) today announced that they have entered into a definitive merger agreement under which THL will acquire CKE for approximately $928 million, including the assumption of approximately $309 million of net debt.

Under the terms of the agreement, CKE stockholders will receive $11.05 in cash for each share of CKE common stock they hold, representing a 24% premium to the Company’s closing share price on February 25, 2010 and a 29% premium to the Company’s volume weighted average closing share price of approximately $8.60 during the 30 trading days ended February 25, 2010.

Byron E. Allumbaugh, CKE’s Chairman of the Board said, “We are excited to announce this transaction which provides substantial value to our shareholders.”

Andrew F. Puzder, Chief Executive Officer of CKE Restaurants, said, “We believe this transaction provides excellent value to our shareholders and represents an exciting opportunity to continue the growth and development of CKE Restaurants in partnership with THL. THL’s proven history of success as an investor and value-added partner to its portfolio companies, coupled with its deep financial expertise and experience in the consumer sector, will also benefit all of our stakeholders, including our franchisees and our employees.”

Todd Abbrecht, Managing Director of THL Partners, said, “THL is pleased to partner with CKE’s seasoned management team to continue building on the Company’s powerful brands and strong position in the marketplace. We are committed to making this great company even better, and to working together with the entire organization to provide an even stronger foundation for value creation, expansion and profitable growth.”

In addition, under the merger agreement, CKE Restaurants will actively solicit superior proposals from third parties for a period of 40 days continuing through April 6, 2010. CKE Restaurants does not intend to disclose developments with respect to this solicitation process unless and until its Board of Directors has made a decision regarding any superior proposals that may be made. There can be no assurances that this solicitation will result in a superior proposal.

The transaction is expected to close in the second quarter of 2010, subject to approval by CKE shareholders, regulatory approval, and other customary closing conditions.

UBS Investment Bank is acting as financial advisor to CKE. Stradling, Yocca, Carlson & Rauth is acting as legal advisor to CKE. Ropes & Gray LLP is acting as legal advisor to THL. BofA Merrill Lynch and Barclays Capital are acting as financial advisors to THL. Affiliates of BofA Merrill Lynch and Barclays Capital have provided a financing commitment to THL to support the transaction.

Additional Information About the Transaction and Where to Find It 
In connection with the proposed transaction, CKE will file a proxy statement and other materials with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement and these other materials when they become available because they will contain important information about CKE and the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by CKE with the Securities and Exchange Commission at the Securities and Exchange Commission’s Web site at www.sec.gov.

The proxy statement and such other documents are also available for free on CKE’s website at www.ckr.com under “Investors/SEC Filings” or by directing such request to Investor Relations, CKE Restaurants, Inc., 805-745-7750.

CKE and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of CKE’s participants in the solicitation is set forth in CKE’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the proposed transaction when it becomes available.

Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give CKE’s current expectations or forecasts of future events.  Such statements are subject to risks and uncertainties that are often difficult to predict and beyond CKE’s control, and could cause the CKE’s results to differ materially from those described. These uncertainties and other factors include, but are not limited to, risks associated with this transaction, including the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the transaction, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.  CKE undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.  Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties as discussed in CKE’s filings with the Securities and Exchange Commission.

About CKE Restaurants, Inc.
Headquartered in Carpinteria, Calif., CKE Restaurants, Inc. is publicly traded on the New York Stock Exchange under the symbol “CKR.” As of the end of its fiscal 2010 third quarter, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,147 franchised, licensed or company-operated restaurants in 42 states and in 14 countries, including 1,221 Carl’s Jr. restaurants and 1,913 Hardee’s restaurants. For more information about CKE Restaurants, please visit www.ckr.com.

About Thomas H. Lee Partners, L.P. (“THL”)
THL is one of the oldest and most successful private equity investment firms in the United States. Since its establishment in 1974, THL has been the preeminent growth buyout firm, raising approximately $22 billion of equity capital, investing in more than 100 businesses with an aggregate purchase price of more than $125 billion, completing over 200 add-on transactions and generating superior returns for its investors. THL focuses its high value-added strategy on growth businesses, partnering with the best managers in an industry to build great companies through strong organic growth and targeted add-on acquisitions. Notable transactions sponsored by THL include Aramark, Ceridian, Dunkin’ Brands, Experian, Fidelity National Information Services, HomeSide Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, ProSiebenSat.1, Snapple, Warner Chilcott, Warner Music Group and West Corporation.

Media Contacts

For CKE Restaurants Inc.:
Weber Shandwick
Heather Wilson (310-854-8244) or Lori Barker (805-745-7750)

For Thomas H. Lee Partners, L.P.:
Sard Verbinnen & Co
Matt Benson (415-618-8750) or Robin Weinberg (212-687-8080)

# # #

CKE Letter to Employees

Today, we announced the exciting news that CKE Restaurants, Inc. has entered into an agreement under which Thomas H. Lee Partners, LLC will acquire CKE and all of our brands, including Carl’s Jr., Hardee’s, Red Burrito and Green Burrito.

Our management team has had a long standing relationship with the team at THL and we are confident this opportunity to partner with them is a positive development for all of our stakeholders, including our entire family of franchisees and employees. THL has a long history of success as an investor and value-added partner to its portfolio companies, as well as in-depth knowledge of our sector. Importantly, THL recognizes and highly values the strength of our great regional brands, our position in the marketplace, and our potential for expansion.

We believe this deal creates tremendous opportunity for each of our shareholders, employees, customers and suppliers. THL’s commitment of resources to operational excellence, deep financial expertise, and demonstrated ability to successfully and profitably grow companies in which it invests will all be tremendous assets for CKE and its employees

CKE’s management team will remain in place. In essence, not much should change in your day-to-day work experience at CKE. We want all of you to know how much we value the work you do and how much you’ve contributed to help make CKE what it is today and we look forward to continuing our great work together for many, many years.

To address any questions that you may have we have scheduled a company-wide call on Monday, March 1, 2010 at 12 p.m. PST/2 p.m. CT/3 pm. EST so that you will have an opportunity to hear from Mike and myself and ask questions.

Finally, I want to thank you for all your hard work and commitment to CKE and I hope you find this new chapter of our company as exciting as we do.

Sincerely,

Andrew Puzder
Chief Executive Officer

Additional Information About the Transaction and Where to Find It 
In connection with the proposed transaction, CKE will file a proxy statement and other materials with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement and these other materials when they become available because they will contain important information about CKE and the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by CKE with the Securities and Exchange Commission at the Securities and Exchange Commission’s Web site at www.sec.gov.

The proxy statement and such other documents are also available for free on CKE’s website at www.ckr.com under “Investors/SEC Filings” or by directing such request to Investor Relations, CKE Restaurants, Inc., 805-745-7750.

CKE and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of CKE’s participants in the solicitation is set forth in CKE’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the proposed transaction when it becomes available.

Forward Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give CKE’s current expectations or forecasts of future events.  Such statements are subject to risks and uncertainties that are often difficult to predict and beyond CKE’s control, and could cause the CKE’s results to differ materially from those described. These uncertainties and other factors include, but are not limited to, risks associated with this transaction, including the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the transaction, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.  CKE undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.  Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties as discussed in CKE’s filings with the Securities and Exchange Commission.

Franchisees:

Today, we announced the exciting news that CKE Restaurants, Inc. (“CKE”) has entered into a definitive agreement under which Thomas H. Lee Partners, LLC (“THL”) will acquire CKE and all of our brands, including Carl’s Jr., Hardee’s, Red Burrito and Green Burrito. Please see the press release attached.

Our management team has had a long-standing relationship with the team at THL and we are confident this opportunity to partner with them is a positive development for all of our stakeholders, including our entire family of franchisees. THL has a long history of success as an investor and value-added partner to its portfolio companies, as well as in-depth knowledge of our sector. Importantly, THL recognizes and highly values the strength of our great regional brands, our position in the marketplace, and our potential for expansion.

The benefits of this partnership are real and meaningful; THL’s commitment of resources to operational excellence, deep financial expertise, and demonstrated ability to successfully and profitably grow companies in which it invests will all be tremendous assets for CKE and thus your businesses.

We expect the sale process and transition to be seamless. Your franchise agreements will remain in place and will not be affected by the sale, and you will continue to deal with the same people in our organization as you always have after the sale.

To address any questions or concerns you might have, we have scheduled a conference call between our management team and the IHFA and Star Franchise Association Boards. The call will be held on Monday, March 1, 2010 at 11 a.m. PST. /1 p.m. CT/2 p.m. EST. Of course, should you have any questions at any time, please don’t hesitate to reach out to us.

In closing, we want to thank you for all you’ve done to make CKE and its brands the success that they are today, and to reiterate our commitment to working together with you to ensure your continued success.

Sincerely,

E. Michael Murphy

President and Chief Legal Officer

Additional Information About the Transaction and Where to Find It 
In connection with the proposed transaction, CKE will file a proxy statement and other materials with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement and these other materials when they become available because they will contain important information about CKE and the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by CKE with the Securities and Exchange Commission at the Securities and Exchange Commission’s Web site at www.sec.gov.

The proxy statement and such other documents are also available for free on CKE’s website at www.ckr.com under “Investors/SEC Filings” or by directing such request to Investor Relations, CKE Restaurants, Inc., 805-745-7750.

CKE and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of CKE’s participants in the solicitation is set forth in CKE’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the proposed transaction when it becomes available.

Forward Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give CKE’s current expectations or forecasts of future events.  Such statements are subject to risks and uncertainties that are often difficult to predict and beyond CKE’s control, and could cause the CKE’s results to differ materially from those described. These uncertainties and other factors include, but are not limited to, risks associated with this transaction, including the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the transaction, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.  CKE undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.  Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties as discussed in CKE’s filings with the Securities and Exchange Commission.