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Exhibit 99.1

April 24, 2012

Dear Carrols Restaurant Group, Inc. Stockholder:

We are pleased to inform you that on April 16, 2012, the board of directors of Carrols Restaurant Group, Inc. approved the spin-off of Fiesta Restaurant Group, Inc., our indirect wholly-owned subsidiary that, through its subsidiaries, owns and operates our Pollo Tropical ^® and Taco Cabana ^® restaurant brands. Carrols Restaurant Group will continue to own and operate approximately 300 franchised Burger King ^® restaurants through its subsidiaries Carrols Corporation and Carrols LLC. The spin-off will separate the ownership and management of our business and that of Fiesta Restaurant Group. We view this separation as a natural evolution for Carrols Restaurant Group, as it will allow our Pollo Tropical and Taco Cabana brands as well as our Burger King brand to better focus on their distinct businesses and pursue their own strategies and growth plans. We also believe that a separation offers the potential for improving stockholder value by promoting independent market recognition of Carrols Restaurant Group and Fiesta Restaurant Group as separate publicly traded companies and allowing investors to recognize and realize the full potential value of each company independently.

We will effect the spin-off by way of a pro rata stock dividend to our stockholders as of May 7, 2012. Each holder of Carrols Restaurant Group common stock will receive one share of common stock of Fiesta Restaurant Group for each one share of Carrols Restaurant Group common stock held by such stockholder at the close of business on April 26, 2012, the record date of the spin-off. The dividend will represent 100% of the equity of Fiesta Restaurant Group outstanding at the time of the spin-off. We expect to distribute shares of Fiesta Restaurant Group on or about May 7, 2012.

Stockholder approval for the spin-off is not required, and you are not required to take any action to participate in the spin-off. You do not need to pay any consideration or surrender or exchange your shares of Carrols Restaurant Group common stock. Holders who sell their shares of Carrols Restaurant Group common stock in the “regular way” after the record date but prior to the distribution date will not receive shares of Fiesta Restaurant Group. Following the spin-off, Carrols Restaurant Group common stock will continue to trade on The NASDAQ Global Market under the symbol “TAST,” and Fiesta Restaurant Group common stock has been approved for listing and will trade on The NASDAQ Global Select Market under the symbol “FRGI.” The shares of Fiesta Restaurant Group common stock will be issued by book-entry with our transfer agent, which means that no physical certificates will be issued.

We intend for the spin-off to be tax-free for stockholders for U.S. federal income tax purposes. To that end, we have received a favorable private letter ruling regarding the spin-off from the U.S. Internal Revenue Service that, for U.S. federal income tax purposes, the spin-off will qualify for tax-free treatment.

The enclosed information statement, which is being provided to all Carrols Restaurant Group stockholders, describes the spin-off in detail and contains important business and financial information about Fiesta Restaurant Group. We urge you to read this information statement carefully.

We look forward to your continued support as a stockholder of Carrols Restaurant Group.

Sincerely,

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April 24, 2012

Dear Fiesta Restaurant Group, Inc. Stockholder:

It is our pleasure to welcome you as a stockholder of Fiesta Restaurant Group. Although we are a newly independent company, we have a strong history. We own and operate two quick-casual restaurant brands, Pollo Tropical and Taco Cabana. For the fiscal year ended December 31, 2011, we generated consolidated revenues of $475.0 million. Our common stock has been approved for listing on The NASDAQ Global Select Market under the symbol “FRGI.”

Our management team is excited about our spin-off from Carrols Restaurant Group, and is committed to realizing the potential that exists for us as an independent company focused exclusively on our Pollo Tropical and Taco Cabana businesses. We invite you to learn more about Fiesta Restaurant Group by reading the enclosed information statement. We would like to thank you in advance for your support as a stockholder in Fiesta Restaurant Group.

Sincerely,

Tim Taft

President and Chief Executive Officer

Fiesta Restaurant Group, Inc.

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to Completion, dated April 24, 2012

INFORMATION STATEMENT

Fiesta Restaurant Group, Inc.

Common Stock

(Par Value $0.01)

Carrols Restaurant Group, Inc. is furnishing this information statement to its stockholders in connection with the spin-off of Fiesta Restaurant Group, Inc. by Carrols Restaurant Group, Inc. to its stockholders. In the spin-off, all of our shares of common stock, which are currently held by Carrols Corporation, a wholly-owned subsidiary of Carrols Restaurant Group, will be distributed in the form of a pro rata dividend to the stockholders of Carrols Restaurant Group.

If you are a holder of record of Carrols Restaurant Group common stock as of 5:00 p.m. New York City time on April 26, 2012, the record date for the distribution, you will receive one share of our common stock for every one share of Carrols Restaurant Group common stock that you own. As discussed under “The Spin-Off—Trading Between the Record Date and Distribution Date,” if you sell your shares of Carrols Restaurant Group common stock in the “regular way” market after the record date and before the spin-off, you also will be selling your right to receive shares of our common stock in connection with the spin-off. We expect the shares of our common stock to be distributed by Carrols Restaurant Group on or about May 7, 2012. We refer to the date of the distribution as the “distribution date.” Immediately after the spin-off is completed, Fiesta Restaurant Group will be an independent publicly traded company.

No vote of Carrols Restaurant Group’s stockholders is required. We are not asking you for a proxy and you are requested not to send us a proxy in connection with the spin-off. You do not need to pay any consideration, exchange or surrender your existing shares of Carrols Restaurant Group common stock or take any other action to receive your shares of our common stock.

There is no current trading market for our common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution and will continue up to and including on the distribution date, and we expect “regular way” trading of our common stock to begin on the first trading day following the completion of the spin-off on the distribution date. Our common stock has been approved for listing on The NASDAQ Global Select Market under the symbol “FRGI.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements in future filings. In reviewing this information statement, you should carefully consider the matters described under the caption “ Risk Factors ” beginning on page 23.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the common stock of Fiesta Restaurant Group or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is April 24, 2012.

Carrols Restaurant Group first mailed this information statement to its stockholders on or about April 27, 2012.

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PRESENTATION OF INFORMATION

Throughout this information statement, we refer to Fiesta Restaurant Group, Inc. as “Fiesta Restaurant Group” and, together with its consolidated subsidiaries, as “we,” “our” and “us” unless otherwise indicated or the context otherwise requires. Any reference to “Carrols Restaurant Group” refers to Carrols Restaurant Group, Inc., a Delaware corporation and our indirect parent company prior to the distribution date, and its consolidated subsidiaries (other than Fiesta Restaurant Group and its subsidiaries after the distribution date), unless otherwise indicated or the context otherwise requires. Any reference to “Carrols” refers to Carrols Corporation, a Delaware corporation and our direct parent company prior to the spin-off, and its consolidated subsidiaries (other than Fiesta Restaurant Group and its subsidiaries after the distribution date), unless otherwise indicated or the context otherwise requires. Any reference to “Carrols LLC” refers to Carrols’ direct subsidiary, Carrols LLC, a Delaware limited liability company, unless otherwise indicated or the context otherwise requires.

We own and operate two quick-casual restaurant brands, Pollo Tropical and Taco Cabana, through our wholly-owned subsidiaries Pollo Operations, Inc. and Pollo Franchise, Inc., (collectively “Pollo Tropical”) and Taco Cabana, Inc. and its subsidiaries (collectively “Taco Cabana”). We were incorporated in April 2011. In May 2011, Carrols contributed all of the outstanding capital stock of Pollo Tropical and Taco Cabana to Fiesta Restaurant Group in exchange for all of its outstanding capital stock and Fiesta Restaurant Group became a wholly-owned subsidiary of Carrols. The consolidated financial information discussed in this information statement has been prepared as if Fiesta Restaurant Group was in existence for all periods presented. In addition, unless otherwise expressly stated or the context otherwise requires, the information in this information statement gives effect to a 23,161.822 for one split of our outstanding common stock, which will occur prior to the distribution date.

In addition, we describe in this information statement the Pollo Tropical and Taco Cabana restaurant brands of Carrols Restaurant Group as if they were our business for all historical periods described unless otherwise indicated or the context otherwise requires. References in this information statement to our historical assets, liabilities, products, businesses or activities of our business are generally intended to refer to the historical assets,

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liabilities, products, businesses or activities of Pollo Tropical and Taco Cabana as the businesses were conducted as part of Carrols Restaurant Group prior to the distribution date.

We use a 52 or 53 week fiscal year ending on the Sunday closest to December 31. For convenience, all references herein to the fiscal years ended December 30, 2007, December 28, 2008, January 3, 2010, January 2, 2011 and January 1, 2012 will hereinafter be referred to as the fiscal years ended December 31, 2007, 2008, 2009, 2010 and 2011, respectively. Our fiscal year ended December 31, 2009 contained 53 weeks. The fiscal years ended December 31, 2007, 2008, 2010 and 2011 each contained 52 weeks.

We use the terms “Adjusted Segment EBITDA” and “Adjusted Segment EBITDA margin” in this information statement because they are financial indicators that are reported to the chief operating decision maker for purposes of allocating resources to our segments and assessing their performance. Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. Adjusted Segment EBITDA may not be necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. Adjusted Segment EBITDA margin means Adjusted Segment EBITDA as a percentage of the total revenues of the applicable segment. We consider our Pollo Tropical restaurants and Taco Cabana restaurants to each constitute a separate segment at the brand level.

MARKET AND INDUSTRY DATA

In this information statement, we refer to information, forecasts and statistics regarding the restaurant industry. Unless otherwise indicated, all restaurant industry data in this information statement refers to the U.S. restaurant industry and is taken from or based upon the Technomic, Inc. (“Technomic”) report titled “2011 Technomic Top 500 Chain Restaurant Report.” In this information statement we also refer to information, forecasts and statistics from the U.S. Census Bureau and the U.S. Department of Agriculture. The information, forecasts and statistics we have used from Technomic may reflect rounding adjustments.

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RISK FACTORS

You should carefully consider the following risks and other information in this information statement in evaluating our company and common stock. Any of the following risks, as well as additional risks and uncertainties not currently known to us, could materially and adversely affect our business, results of operations or financial condition and could also adversely affect the trading price of our common stock.

Risks Related to Our Business

Intense competition in the restaurant industry could make it more difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or we are forced to change our pricing and other marketing strategies.

The restaurant industry is highly competitive. In each of our markets, our restaurants compete with a large number of national and regional restaurant chains, as well as locally owned restaurants, offering low and medium-priced fare. We also compete with convenience stores, delicatessens and prepared food counters in grocery stores, supermarkets, cafeterias and other purveyors of moderately priced and quickly prepared food.

Pollo Tropical’s competitors include national and regional chicken-based concepts as well as quick-service hamburger restaurant chains and other types of quick-service and quick-casual restaurants. Our Taco Cabana restaurants compete with quick-service restaurants, including those in the quick-service Mexican segment, other quick-casual restaurants and traditional casual dining Mexican restaurants.

To remain competitive, we, as well as certain of the other major quick-casual chains, have increasingly offered selected food items and combination meals at discounted prices. These pricing and other marketing strategies have had, and in the future may have, a negative impact on our sales and earnings.

Factors applicable to the quick-casual restaurant segment may adversely affect our results of operations, which may cause a decrease in earnings and revenues.

The quick-casual restaurant segment is highly competitive and can be materially adversely affected by many factors, including:

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Our continued growth depends on our ability to open and operate new restaurants profitably, which in turn depends on our continued access to capital, and newly acquired or developed restaurants may not perform as we expect and we cannot assure you that our growth and development plans will be achieved.

Our continued growth depends on our ability to develop additional Pollo Tropical and Taco Cabana restaurants. Development involves substantial risks, including the following:

We cannot assure you that our growth and development plans can be achieved. Our long-term development plans will require additional management, operational and financial resources. For example, we will be required to recruit managers and other personnel for each new restaurant. We cannot assure you that we will be able to manage our expanding operations effectively and our failure to do so could adversely affect our results of operations. In addition, our ability to open new restaurants and to grow, as well as our ability to meet other anticipated capital needs, will depend on our continued access to external financing, including borrowing under our new revolving credit facility. We cannot assure you that we will have access to the capital we need at acceptable terms or at all, which could materially adversely affect our business. In addition, our need to manage our indebtedness levels to ensure continued compliance with financial leverage ratio covenants under our revolving credit facility may reduce our ability to develop new restaurants.

Additionally, we may encounter difficulties developing restaurants outside of our existing markets. We cannot assure you that we will be able to successfully grow our market presence beyond our existing markets, as we may encounter well-established competitors in new areas. In addition, we may be unable to find attractive locations or successfully market our products as we attempt to expand beyond our existing markets, as the competitive circumstances and consumer characteristics in these new areas may differ substantially from those in areas in which we currently operate. We may also not open a sufficient number of restaurants in new markets to adequately leverage distribution, supervision and marketing costs. As a result of the foregoing, we cannot assure you that we will be able to successfully or profitably operate our new restaurants outside our existing markets.

Our substantial indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness. As of January 1, 2012, we had $324.0 million of outstanding indebtedness comprised of $200 million of the Fiesta Notes, lease financing obligations of $123.0 million and capital lease obligations of $1.0 million. As a result, we are a highly leveraged company.

As a result of our substantial indebtedness, a significant portion of our cash flow will be required to pay interest and principal on our outstanding indebtedness, and we may not generate sufficient cash flow from operations, or have future borrowings available under our revolving credit facility, to enable us to repay our indebtedness, including the Fiesta Notes, or to fund other liquidity needs.

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Our substantial indebtedness could have important consequences to you. For example, it could:

We expect to use cash flow from operations to meet our current and future financial obligations, including funding our operations, debt service and capital expenditures. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, which could result in our being unable to repay indebtedness, or to fund other liquidity needs. If we do not have enough money, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including our revolving credit facility and the Fiesta Notes, on or before maturity. We cannot make any assurances that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future indebtedness, including the agreements for our revolving credit facility, may limit our ability to pursue any of these alternatives.

Despite current indebtedness levels and restrictive covenants, we may still be able to incur more debt or make certain restricted payments, which could further exacerbate the risks described above.

We and our subsidiaries may be able to incur additional debt in the future, including debt that may be revolving on a first lien basis or pari passu with the Fiesta Notes. Although our revolving credit facility and the indenture governing the Fiesta Notes contain restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions. In addition, if we are able to designate some of our restricted subsidiaries under the indenture governing the Fiesta Notes as unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to borrow beyond the limitations specified in the indenture and engage in other activities in which restricted subsidiaries may not engage. We may also consider investments in joint ventures or acquisitions, which may increase our indebtedness. Moreover, although our revolving credit facility and the indenture governing the Fiesta Notes contain restrictions on our ability to make restricted payments, including the declaration and payment of dividends, we are able to make such restricted payments under certain circumstances. Adding new debt to current debt levels or making restricted payments could intensify the related risks that we and our subsidiaries now face.

We may not have the funds necessary to satisfy all of our obligations under our revolving credit facility, the Fiesta Notes or other indebtedness in connection with certain change of control events.

Upon the occurrence of specific kinds of change of control events, the indenture governing the Fiesta Notes requires us to make an offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to

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make the required repurchase of the Fiesta Notes. In addition, restrictions under our revolving credit facility may not allow us to repurchase the Fiesta Notes upon a change of control. If we could not refinance such debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the Fiesta Notes, which would constitute an event of default under the indenture. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture.

In addition, our revolving credit facility provides that certain change of control events constitute an event of default under our revolving credit facility. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under our revolving credit facility to become due and payable and to proceed against the collateral securing our revolving credit facility. Any event of default or acceleration of our revolving credit facility will likely also cause a default under the terms of our other indebtedness.

The agreements governing our debt agreements restrict our ability to engage in some business and financial transactions.

Our debt agreements, including the indenture governing the Fiesta Notes and the agreement governing our revolving credit facility, restrict our ability in certain circumstances to, among other things:

These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, our revolving credit facility requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these tests.

A breach of any of these covenants or other provisions in our debt agreements could result in an event of default, which if not cured or waived, could result in such debt becoming immediately due and payable. This, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance, such debt. In addition, in the event that the Fiesta Notes become immediately due and payable, the holders of the Fiesta Notes would not be entitled to receive any payment in respect of the Fiesta Notes until all of our senior debt has been paid in full.

Our expansion into new markets may present increased risks due to a lack of market awareness of our brands.

Some of our new restaurants are and will be located in areas where there is a limited or a lack of market awareness of the Pollo Tropical or Taco Cabana brand and therefore it may be more challenging for us to attract customers to our restaurants. Restaurants opened in new markets may open at lower sales volumes than restaurants opened in existing markets, and may have lower restaurant-level operating margins than in existing markets. Sales at restaurants opened in new markets may take longer to reach average unit volumes, if at all, thereby adversely affecting our operating results, including the recognition of future impairment and other lease

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charges. Opening new restaurants in areas in which potential customers may not be familiar with our restaurants may include costs related to the opening and marketing of those restaurants that are substantially greater than those incurred by our restaurants in other areas. Even though we may incur substantial additional costs with respect to these new restaurants, they may attract fewer customers than our more established restaurants in existing markets.

We could be adversely affected by food-borne illnesses, as well as widespread negative publicity regarding food quality, illness, injury or other health concerns.

Negative publicity about food quality, illness, injury or other health concerns (including health implications of obesity) or similar issues stemming from one restaurant or a number of restaurants could materially adversely affect us, regardless of whether they pertain to our own restaurants or to restaurants owned or operated by other companies. For example, health concerns about the consumption of beef or chicken or by specific events such as the outbreak of “mad cow” disease or “avian” flu could lead to changes in consumer preferences, reduce consumption of our products and adversely affect our financial performance. These events could also reduce the available supply of beef or chicken or significantly raise the price of beef or chicken.

In addition, we cannot guarantee that our operational controls and employee training will be effective in preventing food-borne illnesses, food tampering and other food safety issues that may affect our restaurants. Food-borne illness or food tampering incidents could be caused by customers, employees or food suppliers and transporters and, therefore, could be outside of our control. Any publicity relating to health concerns or the perceived or specific outbreaks of food-borne illnesses, food tampering or other food safety issues attributed to one or more of our restaurants, could result in a significant decrease in guest traffic in all of our restaurants and could have a material adverse effect on our results of operations. In addition, similar publicity or occurrences with respect to other restaurants or restaurant chains could also decrease our guest traffic and have a similar material adverse effect on our business.

We may incur significant liability or reputational harm if claims are brought against us or against our franchisees.

We or our franchisees may be subject to complaints, regulatory proceedings or litigation from guests or other persons alleging food-related illness, injuries suffered in our premises or other food quality, health or operational concerns, including environmental claims. In addition, in recent years a number of restaurant companies have been subject to lawsuits, including class action lawsuits, alleging, among other things, violations of federal and state law regarding workplace and employment matters, discrimination, harassment, wrongful termination and wage, rest break, meal break and overtime compensation issues and, in the case of quick service restaurants, alleging that they have failed to disclose the health risks associated with high-fat or high sodium foods and that their marketing practices have encouraged obesity. We may also be subject to litigation or other actions initiated by governmental authorities, our employees and our franchisees, among others, based upon these and other matters. Adverse publicity resulting from such allegations or occurrences or alleged discrimination or other operating issues stemming from one of our locations, a number of our locations or our franchisees could adversely affect our business, regardless of whether the allegations are true, or whether we are ultimately held liable. Any cases filed against us could materially adversely affect us if we lose such cases and have to pay substantial damages or if we settle such cases. In addition, any such cases may materially and adversely affect our operations by increasing our litigation costs and diverting our attention and resources to address such actions. In addition, if a claim is successful, our insurance coverage may not cover or be adequate to cover all liabilities or losses and we may not be able to continue to maintain such insurance, or to obtain comparable insurance at a reasonable cost, if at all. If we suffer losses, liabilities or loss of income in excess of our insurance coverage or if our insurance does not cover such loss, liability or loss of income, there could be a material adverse effect on our results of operations.

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Our franchisees could take actions that harm our reputation.

As of January 1, 2012, a total of 36 Pollo Tropical and Taco Cabana restaurants were owned and operated by our franchisees. We do not exercise control of the day-to-day operations of our franchisees. We expect our number of franchised restaurants to increase in the future as a result of our international franchising strategy for Pollo Tropical. While we attempt to ensure that franchisee-owned restaurants maintain the same high operating standards as our company-owned restaurants, one or more of these franchisees may fail to meet these standards. Any shortcomings at our franchisee-owned restaurants could be attributed to our company as a whole and could adversely affect our reputation and damage our brands.

If the sale-leaseback market requires significantly higher yields, we may not enter into sale-leaseback transactions and as a result would not receive the related net proceeds.

From time to time, we sell our restaurant properties in sale-leaseback transactions. We historically have used, and intend to use, the net proceeds from such transactions to reduce outstanding debt and fund future capital expenditures for new restaurant development. However, the sale-leaseback market may cease to be a reliable source of additional cash flows for us in the future if capitalization rates become less attractive or other unfavorable market conditions develop. For example, should the sale-leaseback market require significantly higher yields (which may occur as interest rates rise), we may not enter into sale-leaseback transactions, which could adversely affect our ability to reduce outstanding debt and fund capital expenditures for future restaurant development.

Changes in consumer taste could negatively impact our business.

We obtain a significant portion of our revenues from the sale of foods that are characterized as Caribbean and Mexican and if consumer preferences for these types of foods change, it could have a material adverse effect on our operating results. The quick-casual segment is characterized by the frequent introduction of new products, often accompanied by substantial promotional campaigns and are subject to changing consumer preferences, tastes, and eating and purchasing habits. Our success depends on our ability to anticipate and respond to changing consumer preferences, tastes and dining and purchasing habits, as well as other factors affecting the restaurant industry, including new market entrants and demographic changes. We may be forced to make changes to our menu items in order to respond to changes in consumer tastes or dining patterns, and we may lose customers who do not prefer the new menu items. In recent years, numerous companies in the quick-casual segment have introduced products positioned to capitalize on the growing consumer preference for food products that are, or are perceived to be, promoting good health, nutritious, low in calories and low in fat content. If we do not continually develop and successfully introduce new menu offerings that appeal to changing consumer preferences or if we do not timely capitalize on new products, our operating results could suffer. In addition, any significant event that adversely affects consumption of our products, such as cost, changing tastes or health concerns, could adversely affect our financial performance.

An increase in food costs could adversely affect our operating results.

Our profitability and operating margins are dependent in part on our ability to anticipate and react to changes in food costs. Changes in the availability of certain food products or price could affect our ability to offer a broad menu and price offering, respectively, to guests and could materially adversely affect our profitability and reputation. In 2011, higher commodity costs increased cost of sales for our Pollo Tropical restaurants by 1.4%, as a percentage of Pollo Tropical restaurant sales, including chicken which increased cost of sales, as a percentage of Pollo Tropical restaurant sales, by 0.8%. Higher commodity costs also increased cost of sales in 2011 for our Taco Cabana restaurants by 2.1%, as a percentage of Taco Cabana restaurant sales, including beef fajita meat which increased cost of sales, as a percentage of Taco Cabana restaurant sales, by 0.9%. Although we anticipate that overall commodity costs will increase in 2012 as compared to 2011, we do not believe commodity price increases in 2012 will be material to our results of operations, however there can be no assurance in such regard. The type, variety, quality and price of produce, beef and poultry and cheese can be subject to change and to factors beyond our control, including weather, governmental regulation, availability and seasonality, each of which

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may affect our food costs or cause a disruption in our supply. For example, weather patterns in recent years have resulted in lower than normal levels of rainfall in key agricultural states such as California, impacting the price of water and the corresponding prices of food commodities grown in states facing drought conditions. Our food distributors or suppliers also may be affected by higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit costs and other expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us. Although we are able to contract for certain of the food commodities used in our restaurants for periods of up to one year, the pricing and availability of some of the commodities used in our operations cannot be locked in for periods of longer than one week or at all. Currently, we have contracts of varying lengths with several of our distributors and suppliers, including our distributors and suppliers of poultry. We do not use financial instruments to hedge our risk to market fluctuations in the price of beef, seafood, produce and other food products at this time. We may not be able to anticipate and react to changing food costs (including anticipated increases in food costs in 2012) through our purchasing practices and menu price adjustments in the future, and failure to do so could negatively impact our revenues and results of operations.

If a significant disruption in service or supply by any of our suppliers or distributors were to occur, it could create disruptions in the operations of our restaurants, which could have a material adverse effect on our business.

Our financial performance is dependent on our continuing ability to offer fresh, quality food at competitive prices. If a significant disruption in service or supply by our suppliers or distributors were to occur, it could create disruptions in the operations of our restaurants, which could have a material adverse effect on us.

We negotiate directly with local and national suppliers for the purchase of food and beverage products and supplies. Our restaurants’ food and supplies are ordered from approved suppliers and are shipped via distributors to the restaurants. For our Pollo Tropical restaurants, Performance Food Group, Inc. is our primary distributor of food and paper products under an agreement that expires on May 13, 2017. Also for our Pollo Tropical restaurants Kelly Food Service is our primary distributor for chicken under an agreement that expires on December 31, 2012. For our Taco Cabana restaurants, SYGMA Network, Inc. is our primary distributor of food and beverage products and supplies under a distribution services agreement that expires on June 30, 2014. We currently rely on two suppliers under agreements that expire on December 31, 2012 as our suppliers of chicken for our Pollo Tropical restaurants. If our distributors or suppliers were unable to service us, this could lead to a material disruption of service or supply until a new distributor or supplier is engaged, which could have a material adverse effect on our business.

If labor costs increase, we may not be able to make a corresponding increase in our prices and our operating results may be adversely affected.

Wage rates for a substantial number of our employees are above the federal and or state minimum wage rates. As federal and/or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage employees but also the wages paid to the employees at wage rates which are above the minimum wage, which will increase our costs. To the extent that we are not able to raise our prices to compensate for increases in wage rates, including increases in state unemployment insurance costs or other costs including mandated health insurance, this could have a material adverse effect on our operating results. In addition, even if minimum wage rates do not increase, we may still be required to raise wage rates in order to compete for an adequate supply of labor for our restaurants.

The efficiency and quality of our competitors’ advertising and promotional programs and the extent and cost of our advertising could have a material adverse effect on our results of operations and financial condition.

If our competitors increase spending on advertising and promotion, or the cost of television or radio advertising increases, or our advertising and promotions are less effective than our competitors’, there could be a material adverse effect on our results of operations and financial condition.

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Newly developed restaurants may reduce sales at our neighboring restaurants.

We intend to continue to open restaurants in our existing markets served by our Pollo Tropical and Taco Cabana restaurants. To the extent that we open a new restaurant in the vicinity of one or more of our existing restaurants, it is possible that some of the customers who previously patronized those existing restaurants may choose instead to patronize the new restaurant, which may result in decreased sales at our existing restaurants. Accordingly, to the extent we open new restaurants in our existing markets, sales at some of our existing restaurants in those markets may decline.

Our business is regional and we therefore face risks related to reliance on certain markets as well as risks for other unforeseen events.

As of January 1, 2012, excluding our franchised locations, all but six of our Pollo Tropical restaurants were located in Florida and all but six of our Taco Cabana restaurants were located in Texas. Therefore, the economic conditions, state and local government regulations, weather conditions or other conditions affecting Florida and Texas, the tourism industry affecting Florida and other unforeseen events, including war, terrorism and other international conflicts may have a material impact on the success of our restaurants in those locations.

Many of our restaurants are located in regions that may be susceptible to severe weather conditions. As a result, adverse weather conditions in any of these areas could damage these restaurants, result in fewer guest visits to these restaurants and otherwise have a material adverse impact on our business. For example, our Florida and Texas restaurants are susceptible to hurricanes and other severe tropical weather events, and in the past, our Taco Cabana restaurants have been affected by severe winter weather.

Economic downturns may adversely impact consumer spending patterns.

The U.S. economy has undergone, and is currently continuing to undergo, a significant slowdown and volatility due to uncertainties related to availability of credit, difficulties in the banking and financial services sectors, softness in the housing market, diminished market liquidity, falling consumer confidence and high unemployment rates.

Our business is dependent to a significant extent on national, regional and local economic conditions, particularly those that affect our guests that frequently patronize our restaurants. In particular, where our customers’ disposable income is reduced (such as by job losses, credit constraints and higher housing, tax, energy, interest or other costs) or where the perceived wealth of customers has decreased (because of circumstances such as lower residential real estate values, increased foreclosure rates, increased tax rates or other economic disruptions), our restaurants have in the past experienced, and may in the future experience, lower sales and customer traffic as customers choose lower-cost alternatives or choose alternatives to dining out. The resulting decrease in our customer traffic or average sales per transaction has had an adverse effect in the past, and could in the future have a material adverse effect, on our business.

We cannot assure you that the current locations of our existing restaurants will continue to be economically viable or that additional locations will be acquired at reasonable costs.

The location of our restaurants has significant influence on their success. We cannot assure you that current locations will continue to be economically viable or that additional locations can be acquired at reasonable costs. In addition, the economic environment where restaurants are located could decline in the future, which could result in reduced sales in those locations. We cannot assure you that new sites will be profitable or as profitable as existing sites.

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The loss of the services of our senior management could have a material adverse effect on our business, financial condition or results of operations.

Our success depends to a large extent upon the continued services of our senior management who have substantial experience in the restaurant industry. We believe that it could be difficult to replace our senior management with individuals having comparable experience. Consequently, the loss of the services of members of our senior management could have a material adverse effect on our business, financial condition or results of operations. We will also be dependent on Carrols providing certain services subject to the transition services agreement and could be negatively impacted by management changes at Carrols Restaurant Group.

Government regulation could adversely affect our financial condition and results of operations.

We are subject to extensive laws and regulations relating to the development and operation of restaurants, including regulations relating to the following:

In the event that legislation having a negative impact on our business is adopted, it could have a material adverse impact on us. For example, substantial increases in the minimum wage or state or Federal unemployment taxes could adversely affect our financial condition and results of operations. Local zoning or building codes or regulations and liquor license approvals can cause substantial delays in our ability to build and open new restaurants. Local authorities may revoke, suspend or deny renewal of our liquor licenses if they determine that our conduct violates applicable regulations. Any failure to obtain and maintain required licenses, permits and approvals could adversely affect our operating results.

We are assessing the various provisions of the comprehensive federal health care reform law enacted in 2010, including its impact on our business as it becomes effective. There are no assurances that a combination of cost management and menu price increases can offset all of the potential increased costs associated with these regulations.

If one of our employees sells alcoholic beverages to an intoxicated or minor patron, we may be liable to third parties for the acts of the patron.

We serve alcoholic beverages at our Taco Cabana restaurants and at select Pollo Tropical restaurant locations and are subject to the “dram-shop” statutes of the jurisdictions in which we serve alcoholic beverages. “Dram-shop” statutes generally provide that serving alcohol to an intoxicated or minor patron is a violation of the law.

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In most jurisdictions, if one of our employees sells alcoholic beverages to an intoxicated or minor patron we may be liable to third parties for the acts of the patron. We cannot guarantee that those patrons will not be served or that we will not be subject to liability for their acts. Our liquor liability insurance coverage may not be adequate to cover any potential liability and insurance may not continue to be available on commercially acceptable terms or at all, or we may face increased deductibles on such insurance. A significant dram-shop claim or claims could have a material adverse effect on us as a result of the costs of defending against such claims; paying deductibles and increased insurance premium amounts; implementing improved training and heightened control procedures for our employees; and paying any damages or settlements on such claims.

Federal, state and local environmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials could expose us to liabilities, which could adversely affect our results of operations.

We are subject to a variety of federal, state and local environmental regulations relating to the use, storage, discharge, emission and disposal of hazardous substances or other regulated materials, release of pollutants into the air, soil and water, and the remediation of contaminated sites.

Failure to comply with environmental laws could result in the imposition of fines or penalties, restrictions on operations by governmental agencies or courts of law, as well as investigatory or remedial liabilities and claims for alleged personal injury or damages to property or natural resources. Some environmental laws impose strict, and under some circumstances joint and several, liability for costs of investigation and remediation of contaminated sites on current and prior owners or operators of the sites, as well as those entities that send regulated materials to the sites. We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits. Therefore, our costs of complying with current and future environmental, health and safety laws could adversely affect our results of operations.

We are subject to all of the risks associated with leasing property subject to long-term non-cancelable leases.

The leases for our restaurant locations generally have initial terms of 20 years, and typically provide for renewal options in five year increments as well as for rent escalations. Generally, our leases are “net” leases, which require us to pay all of the costs of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and we decide to close it, we may nonetheless be obligated to perform our monetary obligations under the applicable lease including, among other things, paying all amounts due for the balance of the lease term. In addition, as each of our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close restaurants in desirable locations.

We may, in the future, seek to pursue acquisitions and we may not find restaurant companies that are suitable acquisition candidates or successfully operate or integrate any restaurant companies we may acquire.

We may in the future seek to acquire other restaurant chains. Although we believe that opportunities for future acquisitions may be available from time to time, increased competition for acquisition candidates exists and may continue in the future. Consequently, there may be fewer acquisition opportunities available to us as well as higher acquisition prices. There can be no assurance that we will be able to identify, acquire, manage or successfully integrate acquired restaurant companies without substantial costs, delays or operational or financial problems. In the event we are able to acquire other restaurant companies, the integration and operation of the acquired restaurants may place significant demands on our management, which could adversely affect our ability to manage our existing restaurants. We also face the risk that our existing systems, procedures and financial controls will be inadequate to support any restaurant chains we may acquire and that we may be unable to successfully integrate the operations and financial systems of any chains we may acquire with our own systems. While we may evaluate and discuss potential acquisitions from time to time, we currently have no understandings, commitments or agreements with respect to any acquisitions. We may be required to obtain

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additional financing to fund future acquisitions. There can be no assurance that we will be able to obtain additional financing on acceptable terms or at all. Both the new revolving credit facility and the indenture governing the Fiesta Notes contain restrictive covenants that may prevent us from incurring additional debt or acquiring additional restaurant chains.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, including the Pollo Tropical name and logo and Taco Cabana name and logo, and proprietary rights relating to certain of our core menu offerings. We believe that our trademarks and other proprietary rights are important to our success and our competitive position. We, therefore, devote appropriate resources to the protection of our trademarks and proprietary rights. The protective actions that we take, however, may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees.

We are not aware of any assertions that our trademarks or menu offerings infringe upon the proprietary rights of third parties, but we cannot assure you that third parties will not claim infringement by us in the future. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results of operations and financial condition.

Security breaches of confidential guest information in connection with our electronic processing of credit and debit card transactions may adversely affect our business.

A significant amount of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information of their customers has been stolen. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our guests’ credit or debit card information. Any such claim or proceeding, or any adverse publicity resulting from these allegations, may have a material adverse effect on us and our restaurants.

We are dependent on information technology and any material failure of that technology could impair our ability to efficiently operate our business.

We rely on information systems across our operations, including, for example, point-of-sale processing in our restaurants, management of our supply chain, collection of cash, and payment of obligations and various other processes and procedures. We will also rely on information systems, processes and procedures managed and administered by Carrols due to the provision of services by Carrols pursuant to the transition services agreement. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, problems with maintenance, upgrading or transitioning to replacement systems or a breach in security of these systems could cause delays in customer service and reduce efficiency in our operations. These risks may be increased as a result of integration challenges following the spin-off. Significant capital investments might be required to remediate any problems.

Risks Related to the Spin-off

We currently share members of senior management and directors with Carrols Restaurant Group which means those members of senior management have not devoted their full time and attention to our affairs and the overlap may give rise to conflicts.

Until the completion of the spin-off, certain of our executive officers and certain other members of our senior management (with the exception of Tim Taft, our Chief Executive Officer and President) will continue to

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serve as executive officers and members of senior management of Carrols Restaurant Group and Carrols. As a result, prior to the completion of the spin-off, certain of our executive officers and certain other members of our senior management have not devoted and will not devote their full time and attention to our affairs, which could have a material adverse effect on our business. In addition, until the completion of the spin-off, all of the members of our board of directors will also continue to serve as directors of Carrols Restaurant Group and Carrols. Additionally, Nicolas Daraviras, currently a member of the board of directors of Fiesta Restaurant Group, Carrols Restaurant Group and Carrols, will remain as a director of Fiesta Restaurant Group, Carrols Restaurant Group and Carrols following the distribution date. Also, Paul R. Flanders, the Chief Financial Officer of Carrols Restaurant Group, will serve as our interim Chief Financial Officer effective as of the distribution date until such time as we hire a permanent Chief Financial Officer. These directors and certain members of management may have actual or apparent conflicts of interest with respect to matters involving or affecting us or Carrols Restaurant Group and Carrols. For example, there could be the potential for a conflict of interest when we or Carrols Restaurant Group look at acquisitions and other corporate opportunities that may be suitable for both companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Carrols Restaurant Group, Carrols and us. Our board of directors and the board of directors of Carrols Restaurant Group will review and address any potential conflict of interests that may arise between Carrols Restaurant Group, Carrols and us. Although no specific measures to resolve such conflicts of interest have been formulated, our board of directors and the board of directors of Carrols Restaurant Group have a fiduciary obligation to deal fairly and in good faith. Our board of directors intends to exercise reasonable judgment and take such steps as they deem necessary under all of the circumstances in resolving any specific conflict of interest which may occur and will determine what, if any, specific measures, such as retention of an independent advisor, independent counsel or special committee, may be necessary or appropriate. Any such conflict could have a material adverse effect on our business.

Changes in our management could negatively impact our business and financial and operating results.

Effective August 15, 2011, Tim Taft was hired by us and became our new Chief Executive Officer and President. Changes in our management, including but not limited to changes in connection with the spin-off, and including the recent hiring of Mr. Taft as our new CEO and President, could increase uncertainty in our business, result in changes in our business, result in disruptions to our business or in other changes in management, which could have a material adverse effect on our business, results of operations and financial condition.

Our historical financial information is not necessarily indicative of our results as a separate company and therefore may not be a reliable indicator of our future financial results.

Our audited and unaudited historical consolidated financial statements have been created from Carrols Restaurant Group’s financial statements using our historical results of operations and historical bases of assets and liabilities as part of Carrols Restaurant Group and reflect certain general corporate overhead and interest expenses allocated by Carrols to us, which are not necessarily indicative of what our financial position, results of operations and cash flows would have been if we had been a separate, standalone entity during the periods presented.

The historical consolidated financial information is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future and does not reflect many significant changes that will occur in our cost structure, funding, and operations as a result of the spin-off. While our historical results of operations include all costs of the Pollo Tropical and Taco Cabana businesses, our historical costs and expenses do not include all of the costs that would have been or will be incurred by us as an independent company. Additionally, the preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include: allocations of Carrols’ general and administrative expenses and interest

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expense on amounts due to Carrols, accrued occupancy costs, insurance liabilities, income taxes, evaluation for impairment of goodwill and long-lived assets and lease accounting matters. Actual results could differ from those estimates. In addition, we have not made adjustments to our historical consolidated financial information to reflect changes, many of which are significant, that will occur in our cost structure, financing and operations as a result of the spin-off. As a result, our historical financial information may not be a reliable indicator of our future financial results.

We, Carrols Restaurant Group and Carrols Restaurant Group’s stockholders may be subject to substantial liabilities if the spin-off is treated as a taxable transaction.

Carrols Restaurant Group has received, and the completion of the spin-off is subject to and conditioned upon our receipt of, a private letter ruling from the IRS to the effect that, among other things, the spin-off will qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Code and as part of a tax-free reorganization under Section 368(a)(1)(D) of the Code, and the transfer to us of assets and the assumption by us of liabilities in connection with the spin-off will not result in the recognition of any gain or loss for U.S. federal income tax purposes to Carrols Restaurant Group. It is also expected that Carrols Restaurant Group’s tax advisor will provide Carrols Restaurant Group with a tax opinion covering certain matters not covered in the private letter ruling. Said tax opinion is not binding on the IRS or the courts. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off.”

Although a private letter ruling is generally binding on the IRS, the continuing validity of the ruling will be subject to the accuracy of factual representations and assumptions made in connection with obtaining such private letter ruling, including with respect to post-spin-off operations and conduct of the parties. Also, as part of the IRS’s general policy with respect to rulings on spin-off transactions under Section 355 of the Code, the private letter ruling obtained by Carrols Restaurant Group is based upon representations by Carrols Restaurant Group that certain conditions which are necessary to obtain tax-free treatment under the Code have been satisfied, rather than a determination by the IRS that these conditions have been satisfied. Failure to satisfy such necessary conditions, or any inaccuracy in any representations made by Carrols Restaurant Group in connection with the ruling, could invalidate the ruling.

If the spin-off does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, Carrols would be subject to tax as if it has sold the common stock of Fiesta Restaurant Group in a taxable sale for its fair market value, and Carrols Restaurant Group’s stockholders would be subject to tax as if they had received a taxable distribution in an amount equal to the fair market value of our common stock distributed to them. It is expected that the amount of any such taxes to Carrols Restaurant Group’s stockholders and to Carrols would be substantial. Under applicable law and regulations, Fiesta Restaurant Group and Carrols Restaurant Group would be jointly and severally liable for taxes incurred by them in connection with the distribution.

It is anticipated that a tax matters agreement to be entered into by us with Carrols Restaurant Group and Carrols in connection with the spin-off will (1) govern the allocation of the tax assets and liabilities between us, Carrols Restaurant Group and Carrols, (2) provide for certain restrictions and indemnities in connection with the tax treatment of the spin-off and (3) address certain other tax related matters including, without limitation, those relating to (a) the obligations of Carrols Restaurant Group and Carrols and us with respect to the preparation of filing of tax returns for all periods, and (b) the control of any income tax audits and any indemnities with respect thereto. It is further anticipated that in the tax matters agreement, we will agree to indemnify Carrols Restaurant Group, without limitation, (a) for losses and taxes of Carrols Restaurant Group and its affiliates resulting from our breach of our representations or covenants or our undertaking not to take certain post-spin-off actions, including with respect to our stock or assets, that would be inconsistent with or cause to be untrue any material information, covenant, or representation made in connection with the private letter ruling obtained by Carrols Restaurant Group from the IRS and (b) for 50% of the losses and taxes of Carrols Restaurant Group and its affiliates resulting from the spin-off not attributable to a breach described in (a) or an equivalent breach by

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Carrols Restaurant Group. However, the tax matters agreement will not be the product of arm’s length negotiations. The terms of the tax matters agreement and the structure of the spin-off may not be as favorable to us as would have resulted from arm’s length negotiations among unrelated third parties, and may allocate a greater amount of tax liabilities and indemnification obligations to us than would have resulted from arm’s length negotiations among unrelated third parties. Our indemnification obligations to Carrols Restaurant Group and its affiliates will not be limited in amount or subject to any cap. It is expected that the amount of any such indemnification to Carrols Restaurant Group would be substantial.

We will agree to certain restrictions in order to comply with U.S. federal income tax requirements for a tax-free spin-off and may not be able to engage in acquisitions with related parties and other strategic transactions that may otherwise be in our best interests.

Current U.S. federal tax law that applies to spin-offs generally creates a presumption that the spin-off would be taxable to Carrols Restaurant Group but not to its stockholders if we engage in, or enter into an agreement to engage in, a plan or series of related transactions that would result in the acquisition of a 50% or greater interest (by vote or by value) in our stock ownership during the four-year period beginning on the date that begins two years before the spin-off, unless it is established that the transaction is not pursuant to a plan related to the spin-off. United States Treasury Regulations generally provide that whether an acquisition of our stock and a spin-off are part of a plan is determined based on all of the facts and circumstances, including specific factors listed in the regulations. In addition, the regulations provide certain “safe harbors” for acquisitions of our stock that are not considered to be part of a plan related to the spin-off.

There are other restrictions imposed on us under current U.S. federal tax law for spin-offs and with which we will need to comply in order to preserve the favorable tax treatment of the distribution, such as limitations on sales or redemptions of our common stock for cash or other property following the distribution.

In the tax matters agreement with Carrols Restaurant Group and Carrols, we will agree that, among other things, we will not take any actions that would result in any tax being imposed on Carrols Restaurant Group as a result of the spin-off. Further, for the two-year period following the spin-off, we will agree not to: (1) enter into, approve, agree to enter into, or substantially negotiate any transaction or series of transactions (in whatever form) resulting in a greater than 45% change in ownership of the vote or value of our equity or the equity of the surviving or successor entity, (2) merge, consolidate, liquidate, or partially liquidate itself or any of the entities conducting the business relied upon in the IRS ruling as the “active business” of Fiesta Restaurant Group (generally the Pollo Tropical business and the Taco Cabana business), (3) permit the termination, sale, or transfer of, or a material change in, the business relied upon in the IRS ruling as the “active business” of Fiesta Restaurant Group (generally the Pollo Tropical business and the Taco Cabana business) or the sale, issuance, or other disposition of the equity of the entities conducting such business, (4) sell or otherwise dispose of assets in a way that would adversely affect tax-free status, (5) repurchase any of our stock except in circumstances permitted by IRS guidelines, or (6) take any actions inconsistent with the representations or covenants in the IRS ruling request, inconsistent with the ruling or tax opinion, or that would be reasonably likely to otherwise jeopardize tax-free status.

We will, however, be permitted to take certain actions otherwise prohibited by the tax matters agreement if we provide Carrols Restaurant Group with an opinion of tax counsel or private letter ruling from the IRS, reasonably acceptable to Carrols Restaurant Group, to the effect that these actions will not affect the tax-free nature of the spin-off. These restrictions could substantially limit our strategic and operational flexibility, including our ability to finance our operations by issuing equity securities, make acquisitions using equity securities, repurchase our equity securities, raise money by selling assets, or enter into business combination transactions.

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We have no operating history as an independent company upon which you can evaluate our performance and, accordingly, our prospects must be considered in light of the risks that any newly independent company encounters.

We currently operate as part of Carrols Restaurant Group. Accordingly, we have no experience operating as an independent company and performing various corporate functions, including human resources, tax administration, legal (including compliance with the Sarbanes-Oxley Act of 2002 and with the periodic reporting obligations of the Exchange Act), treasury administration, investor relations, internal audit, insurance, information technology and telecommunications services, as well as the accounting for many items such as lease accounting and stock-based compensation, income taxes and intangible assets. After the spin-off, our prospects must be considered in light of the risks, expenses and difficulties encountered by companies in the early stages of independent business operations, all of which could have a material adverse effect on our business.

We historically have obtained benefits of being part of Carrols Restaurant Group, but those benefits will not continue following the completion of the spin-off.

While we believe the benefits of being an independent company outweigh the drawbacks, we have historically received certain benefits from being part of a larger organization, including access to certain resources and certain economies of scale. After the spin-off, we may be unable to replace many of these benefits as an independent company, or only be able to do so at significant expense, which may adversely affect our business.

Completing the separation from Carrols Restaurant Group might present significant challenges.

There is a significant degree of difficulty and management distraction inherent in the process of our separating from Carrols Restaurant Group. These difficulties include:

Our separation from Carrols Restaurant Group might not be completed as successfully and cost-effectively as we anticipate. This could have an adverse effect on our business, financial condition and results of operations. We expect our costs to increase as a result of the separation.

There can be no assurance that the spin-off will be completed in April 2012 or at all. Until the spin-off occurs, Carrols Restaurant Group retains the sole discretion to alter the terms of the spin-off or abandon the spin-off entirely. The agreements that we will enter into with Carrols in connection with the spin-off will not be the product of arm’s length negotiations.

Carrols Restaurant Group anticipates that the spin-off will be completed in April 2012, although there can be no assurance that the spin-off will be completed within such time period or at all. Until the spin-off occurs, Carrols Restaurant Group will have the sole and absolute discretion to determine and change the terms of, and whether to proceed with, the spin-off. Any such changes to the terms of the spin-off could be materially adverse to us.

The agreements that we will enter into with Carrols Restaurant Group and Carrols in connection with the spin-off, including the separation agreement, transition services agreement, tax matters agreement and employee matters agreement, may not be the product of arm’s length negotiations and the terms of the agreements for us may not be as favorable as would have resulted from arm’s length negotiations among unrelated third parties. In addition, until the spin-off occurs, the terms of such agreements may change. Any such agreements or changes may result in additional material obligations (including liabilities in respect of tax matters related to the spin-off) to us.

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Carrols Restaurant Group and Carrols will provide a number of services to us pursuant to a transition services agreement. When the transition services agreement terminates, we will be required to replace Carrols Restaurant Group’s and Carrols’ services internally or through third parties on terms that may be less favorable to us.

Under the terms of a transition services agreement that we expect to enter into with Carrols Restaurant Group and Carrols prior to the distribution date, Carrols Restaurant Group and Carrols will provide to us, for a fee, specified support services (including accounting, tax accounting, internal audit, financial reporting and analysis, human resources, and employee benefits management, information systems, restaurant systems support, legal, property management and insurance and risk management services) for a period of three years following the distribution date, provided that we may extend the term of the transition services agreement by one additional year upon 90 days prior written notice to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any service provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols. When the transition services agreement terminates, Carrols Restaurant Group and Carrols will no longer be obligated to provide any of these services to us, and we will be required to assume the responsibility for these functions ourselves. While we anticipate being prepared to perform these functions on our own at or before the expiration of the transition services agreement, there is no assurance of our ability to do so. If we cannot perform these services for ourselves, we may be required to retain an outside service provider at rates in excess of the fees that we will pay under the transition services agreement, which could adversely affect us.

Substantial sales of our common stock following the distribution may have an adverse impact on the trading price of our common stock.

Some of the Carrols Restaurant Group’s stockholders who receive our shares of common stock may decide that their investment objectives do not include ownership of our shares, and may sell their shares of common stock following the distribution. In particular, certain Carrols Restaurant Group stockholders that are institutional investors have investment parameters that depend on their portfolio companies maintaining a minimum market capitalization that we may not achieve after the distribution. We cannot predict whether other stockholders will resell large numbers of our shares of common stock in the public market following the distribution or how quickly they may resell these shares. If our stockholders sell large numbers of our shares of common stock over a short period of time, or if investors anticipate large sales of our shares of common stock over a short period of time, this could adversely affect the trading price of our shares of common stock.

The terms of our spin-off from Carrols Restaurant Group may reduce the likelihood of any potential change of control or unsolicited acquisition proposal that you might consider favorable.

The terms of our spin-off from Carrols Restaurant Group could delay or prevent a change of control that you may favor. An acquisition or issuance of our common stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e) of the Code, please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off.” Under the tax matters agreement we will enter into with Carrols Restaurant Group and Carrols, we would be required to indemnify Carrols Restaurant Group and Carrols for the resulting tax in connection with such an acquisition or issuance and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

See “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group—Tax Matters Agreement” and “Description of Our Capital Stock” for a more detailed description of these agreements and of these provisions of Delaware law, our charter and bylaws.

The ownership by our executive officers and some of our directors of shares of common stock of Carrols Restaurant Group may create conflicts of interest.

The ownership by our executive officers and some of our directors of shares of common stock of Carrols Restaurant Group may create, or may create the appearance of, conflicts of interest. Because of their current or

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former positions with Carrols Restaurant Group, certain of our executive officers, and some of our directors, own shares of Carrols Restaurant Group common stock. The individual holdings of common stock of Carrols Restaurant Group may be significant for some of these persons compared to such persons’ total assets. Ownership by our directors and officers, after our separation, of common stock of Carrols Restaurant Group creates, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for Carrols Restaurant Group than the decisions have for us.

Our internal systems and resources might not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the distribution date.

Our management will be responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Any failure to achieve and maintain effective internal controls could have an adverse effect on our business, financial position and results of operations.

Our financial results previously were included within the consolidated results of Carrols Restaurant Group. However, we were not directly subject to the reporting and other requirements of the Exchange Act. As a result of the spin-off, we will be directly subject to the reporting and other obligations under the Exchange Act immediately after the distribution date. In addition, we expect to be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 beginning with our financial statements for the year ending December 31, 2013, which will require annual management assessments of the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the recently enacted Jumpstart Our Business Startups Act of 2012, or the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. If we avail ourselves of such exemptions, we could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Pursuant to a transition services agreement with Carrols Restaurant Group and Carrols, Carrols Restaurant Group and Carrols will agree to provide certain support services to us for a period of time following the distribution date, including the services provided by Paul R. Flanders, Vice President, Chief Financial Officer and Treasurer of Carrols Restaurant Group, who will serve as our interim Chief Financial Officer following the distribution date until such time as we hire a permanent Chief Financial Officer. For us to establish our own financial and management controls, reporting systems, information technology and procedures, we will need to implement accounting systems and our own financial and internal controls, financial reporting systems and procedures and hire our own legal, accounting and finance staff. If Carrols Restaurant Group is unable to provide, or we are unable to establish, our financial and management controls, reporting systems, information technology and procedures in a timely and effective manner, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, if we are unable to conclude that our internal control over financial reporting is effective (or if the auditors are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports.

Risks Related to Our Common Stock

There is no existing market for our common stock and a trading market that will provide you with adequate liquidity may not develop.

There currently is no public market for our common stock. Our common stock has been approved for listing on The NASDAQ Global Select Market and our shares will be traded there under the symbol “FRGI.” We anticipate

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that, on or shortly before the record date for the distribution, trading of our common shares will begin on a “when-issued” basis and will continue through the distribution date. Beginning on the first trading date after the distribution date, we anticipate that our shares will begin trading “regular way” on The NASDAQ Global Select Market. However, we cannot assure you that an active trading market for our common shares will develop as a result of the distribution or be sustained in the future. If a liquid trading market for our shares does not develop, you may have difficulty disposing of your shares of our common stock, at prices that are attractive to you or at all.

We cannot predict the prices at which our common stock may trade, and the trading prices may be highly volatile or may decline regardless of our operating performance.

We cannot predict the prices at which our common stock may trade after the distribution. The market price of our common stock may fluctuate substantially. Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. The fluctuations could cause a loss of all or part of an investment in our common stock. Factors that could cause fluctuation in the trading price of our common stock may include, but are not limited to, the following:

There can be no assurance that the combined trading prices of our common stock and Carrols Restaurant Group common stock after the spin-off will be greater than the trading price for Carrols Restaurant Group common stock prior to the spin-off, and the combined trading prices may be lower.

We have not and will not set an initial price for our common stock. The price for our common stock will be established by the public market. We are unable to predict whether large amounts of our common stock will be sold in the open market following the spin-off. We are also unable to predict the number of buyers that will be in the market at any time. Our smaller size and different investment characteristics may not appeal to the current investor base of Carrols Restaurant Group. There is no assurance that there will be sufficient buying interest to offset any sales, and, accordingly, the price of our common stock could be depressed by those sales or be more volatile.

In addition, if the market for restaurant company stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry or related industries even if these events do not directly affect us.

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In the past, following periods of volatility in the market price of a company’s securities, class action securities litigation has often been brought against that company. Due to the potential volatility of our stock price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Our smaller size may affect the trading market for our shares.

We will be a substantially smaller company than Carrols Restaurant Group prior to the spin-off. Our trading volume, once it has stabilized following the distribution of our shares, may be lower than the historical trading volume for Carrols Restaurant Group. Also, it is possible that there will be less market and institutional interest in our shares, and that we will not attract substantial coverage in the analyst community. As a result, the trading market for our shares may be less liquid, making it more difficult for investors to dispose of their shares at favorable prices, and investors may have less independent information and analysis available to them concerning Fiesta Restaurant Group.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive if we avail ourselves of such exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The concentrated ownership of our capital stock by insiders will likely limit your ability to influence corporate matters.

Our executive officers, directors, and Jefferies Capital Partners IV LP, Jefferies Employee Partners IV LLC and JCP Partners IV LLC (collectively referred to as the “JCP Group”) together will beneficially own after the distribution date approximately 30.2% of our common stock based on shares outstanding of Carrols Restaurant Group as of April 2, 2012. In particular, the JCP Group, our largest stockholder, will beneficially own approximately 28.3% of our outstanding common stock, based on shares outstanding of Carrols Restaurant Group as of April 2, 2012. In addition, our executive officers and directors (excluding directors affiliated with the JCP Group) together will beneficially own after the distribution date approximately 1.9% of our common stock outstanding, based on shares outstanding of Carrols Restaurant Group as of April 2, 2012. As a result, after the distribution date, our executive officers, directors and the JCP Group, if they act as a group, will be able to significantly influence matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions such as mergers and acquisitions. The directors will have the authority to make decisions affecting our capital structure, including the issuance of additional debt and the declaration of dividends. The JCP Group may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Corporate action might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial, could deprive our

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stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately depress the market price of our common stock.

We do not expect to pay any cash dividends for the foreseeable future, and the indenture governing the Fiesta Notes and our revolving credit facility limit our ability to pay dividends to our stockholders.

We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. The absence of a dividend on our common stock may increase the volatility of the market price of our common stock or make it more likely that the market price of our common stock will decrease in the event of adverse economic conditions or adverse developments affecting our company. The indenture governing the Fiesta Notes and our revolving credit facility limit, and the debt instruments that we and our subsidiaries may enter into in the future may limit our ability to pay dividends to our stockholders.

If securities analysts do not publish research or reports about our business or if they downgrade our stock, the price of our stock could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We cannot assure you that these analysts will publish research or reports about us or that any analysts that do so will not discontinue publishing research or reports about us in the future. If one or more analysts who cover us downgrade our stock, our stock price could decline rapidly. If analysts do not publish reports about us or if one or more analysts cease coverage of our stock, we could lose visibility in the market, which in turn could cause our stock price to decline.

Your percentage ownership of our common stock may be diluted in the future.

Your percentage ownership of our common stock may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees. Prior to the record date for the distribution, we expect that Carrols, our sole stockholder, will approve the Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan, which will provide for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers and other employees, advisors and consultants.

Provisions in our restated certificate of incorporation and amended and restated bylaws or Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Delaware corporate law and our restated certificate of incorporation and amended and restated bylaws contain provisions that could discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:

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FORWARD-LOOKING INFORMATION

The information statement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. “Forward-looking statements” are any statements that are not based on historical information. Statements other than statements of historical facts included in this information statement, including, without limitation, statements regarding our future financial position and results of operations, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

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Developments in any of these areas, which are more fully described elsewhere in this information statement and which descriptions are incorporated into this section by reference, could cause our results to differ materially from results that have been or may be projected by or on our behalf.

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THE SPIN-OFF

Background

To accomplish the spin-off, Carrols will first distribute all of our outstanding common stock to Carrols Restaurant Group and, immediately thereafter all of our outstanding common stock will be distributed by Carrols Restaurant Group to stockholders of record of Carrols Restaurant Group as of the record date of April 26, 2012. The distribution will occur on the distribution date of May 7, 2012. On that date, each holder of Carrols Restaurant Group common stock will receive one share of our common stock for every one share of Carrols Restaurant Group common stock held. The distribution is subject to the satisfaction or waiver of certain conditions, which are described in this section of the information statement under “—Conditions to the Spin-off.”

Following the spin-off, neither Carrols Restaurant Group nor Carrols will own any equity interest in our company, and we will be an independent, publicly traded company. No vote of Carrols Restaurant Group’s stockholders is required or being sought in connection with the spin-off and Carrols Restaurant Group’s stockholders have no appraisal rights in connection with the spin-off.

Reasons for the Spin-off

Carrols Restaurant Group is one of the largest restaurant companies in the United States based on revenues, operating three restaurant brands in the quick-casual and quick-service restaurant segments with 547 restaurants located in 17 states as of January 1, 2012. Carrols Restaurant Group has been operating restaurants for more than 50 years. Through Carrols’ wholly-owned subsidiary, Fiesta Restaurant Group and its wholly-owned subsidiaries, Carrols Restaurant Group owns and operates two restaurant brands, Pollo Tropical and Taco Cabana (which it referred to as its Hispanic Brands), which it acquired in 1998 and 2000, respectively. Carrols Restaurant Group is also the largest Burger King franchisee, based on the number of restaurants, and has operated Burger King restaurants since 1976. Carrols Restaurant Group operates Burger King restaurants through Carrols and its wholly-owned subsidiary, Carrols LLC. As of January 1, 2012, Carrols Restaurant Group’s company-owned restaurants included 91 Pollo Tropical restaurants and 158 Taco Cabana restaurants, and it operated 298 Burger King restaurants under franchise agreements.

We are also franchising our Pollo Tropical restaurants primarily internationally and, as of January 1, 2012, we had 31 franchised restaurants located in Puerto Rico, Ecuador, Honduras, the Bahamas, Trinidad, Venezuela and on college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, Costa Rica and Bonaire. Although we are not actively franchising our Taco Cabana restaurants, we had five Taco Cabana franchised restaurants at January 1, 2012 located in the United States.

Carrols Restaurant Group’s franchised Burger King restaurants are part of the quick-service restaurant segment which is the largest of the five major segments of the U.S. restaurant industry based on 2010 sales. Burger King is the second largest hamburger restaurant chain in the world (as measured by the number of restaurants and system-wide sales). According to Technomic, the hamburger segment of the quick-service restaurant segment in the United States increased 1.6% in 2010. Pollo Tropical and Taco Cabana operate in the quick-casual restaurant segment combining the convenience of quick-service restaurants with the menu variety, use of fresh ingredients and food quality more typical of casual dining. We believe that the quick-casual restaurant segment is one of the fastest growing segments of the restaurant industry. According to Technomic, 2010 sales growth as compared to 2009 for quick-casual chains in the Technomic Top 500 restaurant chains was 5.7% as compared to 1.8% for the overall Top 500 restaurant chains.

Carrols Restaurant Group’s Pollo Tropical and Taco Cabana restaurant businesses are different from its Burger King restaurant business which it operates as a franchisee. Pollo Tropical and Taco Cabana restaurants in the United States operate in the quick-casual restaurant segment which has experienced greater overall growth than the more mature hamburger segment of the quick-service restaurant segment. In addition, our Pollo Tropical and Taco Cabana restaurants in the United States are substantially company-owned and we therefore exercise

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control over the day-to-day operations of our restaurants, unlike our franchised Burger King restaurants which operate in accordance with franchise agreements and the rules and regulations of the franchisor. Consequently, unlike its Burger King restaurants, Carrols Restaurant Group maintains control of its marketing programs, menu product offerings, strategic initiatives and new restaurant development strategies. Also Pollo Tropical and Taco Cabana have stronger restaurant level economics and operating metrics than Carrols Restaurant Group’s Burger King restaurants.

As a result, the growth and operating strategy and capital requirements for Pollo Tropical and Taco Cabana are different from that of Carrols Restaurant Group’s Burger King business. For example, some of the strategies for growth of Pollo Tropical and Taco Cabana is to enhance the positioning of each brand in the quick-casual segment, grow sales in existing restaurants by attracting new customers and increasing customer frequency by continuing to develop new menu offerings and enhance the effectiveness of its advertising and promotional programs, and to develop additional Pollo Tropical and Taco Cabana restaurants within their existing and new markets in Florida and Texas, as well as expansion in other regions in the United States. Carrols Restaurant Group’s strategy for its Burger King restaurants includes opportunity for growth primarily through acquisitions of Burger King restaurants within the Burger King system as opposed to new restaurant development. Also the growth of Carrols Restaurant Group’s Burger King restaurant sales are largely dependent upon the franchisor’s marketing initiatives and new product development and promotion. All of these factors have resulted in more emphasis on growing the Pollo Tropical and Taco Cabana businesses, leading to an increased competition for capital in Carrols Restaurant Group between the Burger King business and the Pollo Tropical and Taco Cabana businesses, with more funds being allocated to the growth and development of the Pollo Tropical and Taco Cabana businesses, despite the significant contribution of the Burger King business to Carrols Restaurant Group’s consolidated operating cash flows.

This divergence in strategy for the Burger King business and the Pollo Tropical and Taco Cabana businesses led Carrols Restaurant Group’s management and board of directors to consider a separation of its Pollo Tropical and Taco Cabana businesses from the Burger King business through a tax free spin-off of the Pollo Tropical and Taco Cabana businesses to its stockholders.

In February 2011, the board of directors of Carrols Restaurant Group preliminarily approved moving forward with the spin-off and authorized management to develop detailed plans for the spin-off, subject to its final approval. In addition, the board of directors of Carrols Restaurant Group preliminarily approved pursuing a refinancing of the outstanding indebtedness of Carrols in order to separately finance our business and the business of Carrols Restaurant Group in anticipation of the spin-off. On February 24, 2011, Carrols Restaurant Group publicly announced its intention to pursue the spin-off and a refinancing in advance of the spin-off.

Fiesta Restaurant Group was incorporated in April 2011 in contemplation of the refinancing and the spin-off and to hold the subsidiaries engaged in the Pollo Tropical and Taco Cabana businesses. The refinancing was completed on August 5, 2011. On April 16, 2012, the board of directors of Carrols Restaurant Group approved the spin-off as described in this information statement.

Among other things, the board of directors of Carrols Restaurant Group considered the following potential benefits in making its determination to approve the spin-off:

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Neither we nor Carrols Restaurant Group can assure you that, following the spin-off, any of these benefits will be realized to the extent anticipated or at all.

The board of directors of Carrols Restaurant Group also considered various potentially negative factors and the costs and risks associated with the spin-off. The board of directors of Carrols Restaurant Group considered, among other factors, any potential negative impact on Carrols Restaurant Group’s credit ratings as a result of the spin-off, the possibility that we may experience disruptions in our business as a result of the spin-off, the risk that the combined trading prices of our common stock and Carrols Restaurant Group’s common stock after the spin-off may be lower than the trading price of Carrols Restaurant Group’s common stock before the spin-off, the loss of synergies from operating as one company, the risk that our management would not be able to execute our business plan, the risk that general business, economic and market conditions would similarly interfere with the realization of the operational and strategic advantages that we expect to achieve as an independent public company, the potential costs, including developing corporate infrastructure and the additional legal, accounting and administrative costs associated with our becoming a separate, publicly traded company. The board of directors of Carrols Restaurant Group also considered certain limitations on us and Carrols Restaurant Group that would result from the spin-off, including restrictions that might result from the tax matters agreement and other agreements that we would enter into with Carrols Restaurant Group in connection with the spin-off, our need to capitalize our business appropriately as a stand-alone entity and the allocation of future growth opportunities. The board of directors of Carrols Restaurant Group concluded, however, that the potential benefits of the spin-off outweigh the potential negative factors, and that separating Fiesta Restaurant Group from Carrols Restaurant Group in the form of a tax-free distribution to Carrols Restaurant Group’s shareholders is appropriate and advisable for Carrols Restaurant Group and its shareholders.

The Carrols Restaurant Group board of directors also considered alternatives to the spin-off, including a possible sale of some or all of Carrols Restaurant Group’s Burger King restaurants. The Carrols Restaurant Group board of directors concluded that, in the current economic and business climate, none of the alternatives was likely to create value for stockholders equal to the anticipated benefits of the spin-off.

Manner of Effecting the Spin-off

On the distribution date, Carrols Restaurant Group will effect the spin-off by distributing to holders of record of its common stock (or their designees) as of the record date a dividend of one share of our common stock for every one share of Carrols Restaurant Group common stock held by them on the record date and not subsequently sold in the “regular way” market.

Prior to the distribution date, Carrols Restaurant Group will deliver all of the issued and outstanding shares of our common stock to the distribution agent. On or about the distribution date, the distribution agent will effect delivery of the shares of our common stock issuable in the spin-off through the transfer agent’s book-entry registration system by mailing to each record holder a statement of holdings detailing the record holder’s ownership interest in our company and the method by which the record holder may access its account and, if desired, trade its shares of our common stock.

Many Carrols Restaurant Group stockholders hold their Carrols Restaurant Group common stock through a bank, brokerage firm, or other financial nominee. The nominee is said to hold the shares in “street name,” and the

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stockholder’s beneficial ownership of the shares is recorded on the books and records of the nominee. If you hold your Carrols Restaurant Group shares through a nominee, your nominee will credit your account with the Fiesta Restaurant Group common stock that you are entitled to receive in the spinoff. If you have any questions concerning the mechanics of having your shares of Fiesta Restaurant Group common stock held in “street name,” you should contact your nominee.

Please note that if any stockholder of Carrols Restaurant Group on the record date sells shares of Carrols Restaurant Group common stock after the record date but on or before the distribution date in the “regular way” market, the buyer of those shares, and not the seller, will become entitled to receive the shares of our common stock issuable in respect of the shares sold. See “—Trading Between the Record Date and the Distribution Date” below for more information.

You are not being asked to take any action in connection with the spin-off. No stockholder approval of the spin-off is required or sought. You also are not being asked to vote and provide a proxy or to surrender any of your shares of Carrols Restaurant Group common stock for shares of our common stock. The number of outstanding shares of Carrols Restaurant Group common stock will not change as a result of the spin-off, although the value of shares of Carrols Restaurant Group common stock may be affected.

Treatment of Carrols Restaurant Group Stock Based Awards

Employees of Carrols Restaurant Group, Carrols and its subsidiaries (including certain of our directors, executive officers and employees) have been eligible to participate in Carrols Restaurant Group’s 2006 Stock Incentive Plan, as amended (the “Carrols Plan”). Under the Carrols Plan, Carrols Restaurant Group’s compensation committee has granted certain stock-based awards, including shares of restricted common stock of Carrols Restaurant Group and stock options to purchase common stock of Carrols Restaurant Group to employees and other eligible participants. The outstanding stock-based awards held by employees and other eligible participants of Carrols Restaurant Group, Carrols and its subsidiaries were treated as set forth below. Pursuant to the employee matters agreement between us, Carrols Restaurant Group and Carrols, Carrols Restaurant Group will continue to maintain the Carrols Plan on and after the distribution date, and we will establish a separate stock incentive plan effective as of the distribution date. The expected equity ownership of our directors and named executive officers after the distribution date is described in “Security Ownership of Certain Beneficial Owners.”

Stock Options

In connection with the spin-off and in accordance with the Carrols Plan, all outstanding vested stock options under the Carrols Plan were converted on March 5, 2012 into shares of Carrols Restaurant Group common stock using a conversion formula to preserve the intrinsic value of each option to the holder. As part of the spin-off, holders who received shares of Carrols Restaurant Group common stock upon the conversion of vested stock options under the Carrols Plan will receive a distribution of one share of common stock of Fiesta Restaurant Group for one share of Carrols Restaurant Group common stock on the distribution date. On March 5, 2012, Carrols Restaurant Group issued 666,090 shares of its common stock upon the conversion of outstanding vested stock options under the Carrols Plan, and therefore, an additional 666,090 shares of Fiesta Restaurant Group common stock will be issued and distributed on the distribution date.

In connection with the spin-off and in accordance with the Carrols Plan, all outstanding unvested stock options under the Carrols Plan were converted on March 5, 2012 into restricted shares of Carrols Restaurant Group common stock using a conversion formula to preserve the intrinsic value of each option to the holder. The time period of the restrictions on transferability of the restricted shares of Carrols Restaurant Group common stock issued upon the conversion of unvested stock options under the Carrols Plan equal the remaining vesting period of such unvested stock options, and such restricted shares continue to be governed by the terms of the Carrols Plan. As part of the spin-off, holders who received restricted shares of Carrols Restaurant Group common

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stock upon the conversion of unvested stock options under the Carrols Plan will receive a distribution of one restricted share of common stock of Fiesta Restaurant Group for one restricted share of Carrols Restaurant Group common stock on the distribution date subject to the same terms and conditions applicable to the restricted shares of Carrols Restaurant Group common stock, including, but not limited to, the time period remaining on the restrictions on transfer and forfeiture provisions. Following the distribution date, (a) employees of Fiesta Restaurant Group and other eligible participants under the Carrols Plan will continue to hold restricted shares of Carrols Restaurant Group common stock subject to the terms of the Carrols Plan and (b) employees of Carrols Restaurant Group and other eligible participants under the Carrols Plan will continue to hold the restricted shares of Fiesta Restaurant Group common stock received on the distribution date subject to the terms of the Carrols Plan. On March 5, 2012, Carrols Restaurant Group issued 288,435 restricted shares of its common stock upon the conversion of unvested stock options under the Carrols Plan, and therefore, 288,435 restricted shares of Fiesta Restaurant Group common stock will be issued and distributed on the distribution date.

Restricted Stock

In connection with the spin-off and in accordance with the Carrols Plan, on the distribution date persons who hold shares of Carrols Restaurant Group restricted common stock issued under the Carrols Plan will receive restricted shares of Fiesta Restaurant Group common stock subject to the same terms and conditions applicable to the restricted shares of Carrols Restaurant Group common stock, including, but not limited to, the time period remaining on the restrictions on transfer and forfeiture provisions. The restricted shares of Fiesta Restaurant Group common stock received on the distribution date will continue to be governed by the terms of the Carrols Plan. Each holder of restricted shares of Carrols Restaurant Group common stock will receive a distribution of one share of restricted common stock of Fiesta Restaurant Group for each one share of Carrols Restaurant Group restricted common stock held by such holder on the record date. Following the distribution date, (a) employees of Fiesta Restaurant Group and other eligible participants under the Carrols Plan will continue to hold restricted shares of Carrols Restaurant Group common stock subject to the terms of the Carrols Plan and (b) employees of Carrols Restaurant Group and other eligible participants under the Carrols Plan will continue to hold the restricted shares of Fiesta Restaurant Group common stock received on the distribution date subject to the terms of the Carrols Plan. On the distribution date, 434,400 restricted shares of Carrols Restaurant Group common stock issued under the Carrols Plan, which includes the 288,435 restricted shares of Carrols Restaurant Group common stock issued upon the conversion of unvested stock options under the Carrols Plan, will be outstanding, and therefore, 434,400 restricted shares of Fiesta Restaurant Group common stock would be issued and distributed on the distribution date.

Material U.S. Federal Income Tax Consequences of the Spin-off

The following is a summary of the material U.S. federal income tax consequences to U.S. Holders (defined below) of the distribution and is based on the Code, the Treasury regulations promulgated thereunder, and interpretations of the Code and Treasury regulations by the courts and the Internal Revenue Service, all as they exist as of the date of this information statement. Future legislative, administrative or judicial changes or interpretations could affect the accuracy of the statements set forth herein, and could apply retroactively. This summary does not discuss all tax considerations that may be relevant to Carrols Restaurant Group’s stockholders in light of their particular circumstances, nor does it address the consequences to Carrols Restaurant Group stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, nonresident alien individuals, non-U.S. entities, non-U.S. trusts and estates and beneficiaries thereof, persons who acquired Carrols Restaurant Group common stock pursuant to the exercise of employee stock options or otherwise as compensation, insurance companies, dealers or brokers in securities or currencies, financial institutions, mutual funds, pass-through entities and investors in such entities, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax.

In addition, this summary does not address the U.S. federal income tax consequences to Carrols Restaurant Group stockholders who do not hold their Carrols Restaurant Group common stock as a capital asset or any state, local or non-U.S. tax consequences of the transactions.

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For purposes of this summary, a U.S. Holder is a beneficial owner of Carrols Restaurant Group common stock that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over its administration and (y) one or more U.S. persons have the authority to control all of the substantial decisions of such trust. If a partnership holds Carrols Restaurant Group common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding Carrols Restaurant Group common stock should consult its tax advisor.

You should consult your tax advisor as to the specific tax consequences of the distribution to you in light of your particular circumstances, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws.

Material U.S. Federal Income Tax Consequences of the Distribution to Carrols Restaurant Group and Stockholders of Carrols Restaurant Group

Carrols Restaurant Group has received a private letter ruling from the IRS substantially to the effect that, for U.S. federal income tax purposes, the distribution will qualify as tax-free to Carrols Restaurant Group and its stockholders under Sections 368(a)(1)(D) and 355 of the Code. The private letter ruling is based on the assumption that, among other things, the representations made, and information submitted, in connection with the private letter ruling are accurate. The private letter ruling provides that:

The private letter ruling also provides that certain internal transactions undertaken in anticipation of the separation will qualify for favorable tax treatment under the Code.

In keeping with the IRS’s ruling practice, however, the private letter ruling does not cover certain matters that are relevant to the tax-free treatment of Carrols Restaurant Group, its stockholders and us. These matters are expected to be covered in an opinion issued to Carrols Restaurant Group by its tax advisor on the distribution date. Such opinion will rely on the private letter ruling as to matters covered by the ruling. In addition, the opinion will be based on, among other things, certain assumptions and representations made by Carrols Restaurant Group and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by Carrols Restaurant Group’s tax advisor in its opinion. The opinion is expected to confirm that the distribution will qualify as a tax free distribution under Section 355 and related provisions of the Code, but will not be binding on the IRS or the courts.

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Material U.S. Federal Income Tax Consequences to Carrols Restaurant Group and Stockholders of Carrols Restaurant Group if the Distribution is Taxable

Although a private letter ruling is generally binding on the IRS, it is based on assumptions and representations made by us and Carrols Restaurant Group that certain conditions that are necessary to obtain favorable tax treatment under the Code have been satisfied. Thus, the private letter ruling does not constitute an independent determination by the IRS that these conditions have been satisfied. If the factual representations and assumptions are incorrect in any material respect at the time of the distribution, the private letter ruling could be revoked retroactively or modified by the IRS. We are not aware of any facts or circumstances, however, that would cause these representations or assumptions to be untrue or incomplete in any material respect.

If, notwithstanding the conclusions in the private letter ruling and the tax opinion, it is ultimately determined that the distribution does not qualify as tax-free under Sections 355 and 368(a)(1)(D) of the Code for U.S. federal income tax purposes, then Carrols Restaurant Group would recognize gain in an amount equal to the excess of the fair market value of our common stock distributed to Carrols Restaurant Group stockholders on the distribution date over Carrols Restaurant Group’s tax basis in such shares. Under applicable law and regulations, Fiesta Restaurant Group and Carrols Restaurant Group would be jointly and severally liable for taxes incurred by them in connection with the distribution.

In addition, if, notwithstanding the conclusions provided in the private letter ruling and the tax opinion, it is ultimately determined that the distribution does not qualify as tax-free for U.S. federal income tax purposes, then each U.S. Holder who receives our common stock in the distribution could be treated as receiving a taxable distribution in an amount equal to the fair market value of such shares. You could be taxed on the full value of the shares that you receive, without reduction for any portion of your basis in your Carrols Restaurant Group common stock, as a dividend for U.S. federal income tax purposes to the extent of your pro rata share of Carrols Restaurant Group’s current and accumulated earnings and profits, including earnings and profits resulting from Carrols Restaurant Group’s recognition of gain on the distribution. Amounts in excess of your pro rata share of Carrols Restaurant Group’s current and accumulated earnings and profits could be treated as a nontaxable return of capital to the extent of your basis in your Carrols Restaurant Group common stock and thereafter as capital gain, assuming you hold your Carrols Restaurant Group common stock as a capital asset.

A U.S. Holder’s income tax basis in our common stock received in a taxable distribution generally would equal the fair market value of our common stock on the distribution date, and the holding period for those shares would begin the day after the distribution date. The holding period for the U.S. Holder’s Carrols Restaurant Group common stock would not be affected by the fact that the distribution was taxable.

Even if the distribution otherwise qualifies for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code, it may result in corporate-level taxable gain to Carrols Restaurant Group under Section 355(e) of the Code if 50% or more, by vote or value, of our stockholder equity or Carrols Restaurant Group’s stockholder equity is acquired or issued as part of a plan or series of related transactions that includes the distribution. For this purpose, any acquisitions or issuances of Carrols Restaurant Group’s stockholder equity within two years before the distribution, and any acquisitions or issuances of our stockholder equity or Carrols Restaurant Group’s stockholder equity within two years after the distribution, generally are presumed to be part of such a plan, although we or Carrols Restaurant Group may be able to rebut that presumption. We are not aware of any such acquisitions or issuances of Carrols Restaurant Group’s stockholder equity within the two years before the distribution. If an acquisition or issuance of our shares or Carrols Restaurant Group’s shares triggers the application of Section 355(e) of the Code, Carrols Restaurant Group would recognize taxable gain as described above, and could incur significant U.S. federal income tax liabilities as a result of the application of Section 355(e) of the Code.

Material U.S. Federal Income Tax Consequences if the Internal Transactions are Taxable

If, notwithstanding the conclusions in the private letter ruling and the tax opinion, it is ultimately determined that certain internal transactions undertaken in anticipation of the separation do not qualify for favorable tax treatment, we or Carrols Restaurant Group would incur significant tax liabilities.

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Material Consequences under the Tax Matters Agreement if the Distribution or the Internal Transactions are Taxable

In connection with the distribution, we, Carrols Restaurant Group and Carrols will enter into a tax matters agreement pursuant to which we and Carrols Restaurant Group will agree to be responsible for certain tax liabilities and obligations following the distribution. Our indemnification obligations will include a covenant to indemnify Carrols Restaurant Group, without limitation, (a) for any taxes and costs that they incur as a result of any action, misrepresentation or omission by us that causes the distribution or the internal transactions undertaken in anticipation of the distribution to fail to qualify for favorable tax treatment under the Code and (b) for 50% of the losses and taxes of Carrols Restaurant Group and its affiliates resulting from the spin-off not attributable to a breach described in (a) or an equivalent breach by Carrols Restaurant Group. In addition, Carrols Restaurant Group will similarly agree to indemnify us for any taxes or costs that they cause us to incur as a result of their actions, misrepresentations or omissions that causes the distribution or the internal transactions to fail to qualify for favorable tax treatment under the Code. In addition, even if we were not contractually required to indemnify Carrols Restaurant Group for tax liabilities if the distribution or the internal transactions were to fail to qualify for favorable tax treatment under the Code, we nonetheless might be legally liable under applicable U.S. federal income tax law for certain U.S. federal income tax liabilities incurred by Carrols Restaurant Group or U.S. affiliates of Carrols Restaurant Group if they were to fail to pay such tax liabilities.

Information Reporting by Carrols Restaurant Group Stockholders

Current U.S. Treasury regulations require each Carrols Restaurant Group stockholder that owns at least 5% of the total outstanding stock of Carrols Restaurant Group and receives stock in the distribution to attach to its United States federal income tax return for the year in which the distribution occurs a detailed statement containing certain information relating to the tax-free nature of the distribution. Upon request, Carrols Restaurant Group will provide stockholders of 5% or more of Carrols Restaurant Group’s outstanding stock who received our common stock in the distribution with any pertinent information that is in Carrols Restaurant Group’s possession and is reasonably available, to the extent necessary to comply with that requirement.

The foregoing is a summary of material U.S. federal income tax consequences of the distribution under current law. The foregoing does not purport to address all U.S. federal income tax consequences or tax consequences that might arise under the tax laws of other jurisdictions or apply to particular categories of stockholders. Each Carrols Restaurant Group stockholder should consult his, her or its tax advisor as to the particular tax consequences of the distribution to such stockholder, including the application of U.S. federal, state, local and foreign tax laws, and the effect of possible changes in tax laws that might affect the tax consequences described above.

Results of the Spin-off

After the distribution date, we will be an independent public company owning and operating the Pollo Tropical and Taco Cabana brands. Immediately following the distribution date, we expect to have outstanding approximately 23.2 million shares of our common stock and approximately 854 holders of record of shares of our common stock, based upon the number of shares of Carrols Restaurant Group common stock outstanding and the number of record holders of Carrols Restaurant Group common stock on the date of this information statement. On April 2, 2012, Carrols Restaurant Group had 23,161,822 shares of its common stock outstanding, which includes the 954,525 shares issued in connection with the treatment of Carrols Restaurant Group stock awards as part of the spin-off. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “—Treatment of Carrols Restaurant Group Stock Based Awards.”

The spin-off will not affect the number of outstanding Carrols Restaurant Group shares or any rights of Carrols Restaurant Group stockholders, although it may affect the market value of the outstanding Carrols Restaurant Group common stock. After the distribution date, Carrols Restaurant Group common stock will continue to be listed on The NASDAQ Global Market under the symbol “TAST.”

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All of our capital stock is currently owned by Carrols, a wholly-owned subsidiary of Carrols Restaurant Group. There currently is no trading market for our common stock. Our common stock has been approved for listing on The NASDAQ Global Select Market and our common stock will trade on this exchange following the spin-off under the symbol “FRGI.” We expect that a limited market, commonly known as a “when-issued” trading market, will develop for our common stock on or shortly before the record date for the distribution. If trading begins on a “when-issued” basis, you may purchase or sell shares of our common stock through the distribution date, but your transaction will not settle until after the distribution date. We expect “regular way” trading of our common stock will begin on the first trading day after the completion of the spin-off. “Regular way” trading refers to trades that are settled through the regular settlement cycle, typically for securities such as our common stock on the third full trading day following the trade date. Neither we nor Carrols Restaurant Group can assure you as to the trading price of our common stock after the spin-off or whether the combined trading prices of our common stock and Carrols Restaurant Group’s common stock after the spinoff will be less than, equal to or greater than the trading prices of Carrols Restaurant Group’s common stock prior to the spin-off. The trading price of our common stock is likely to fluctuate significantly, particularly until an orderly market develops. See “Risk Factors—Risks Related to the Spin-off.”

The shares of our common stock distributed to Carrols Restaurant Group’s stockholders will be freely transferable, except for (i) shares received by individuals who are our affiliates and (ii) restricted stock issued in connection with the treatment of Carrols Restaurant Group stock based awards. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “—Treatment of Carrols Restaurant Group Stock Based Awards.” Individuals who may be considered our affiliates after the spin-off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. This may include some or all of our executive officers and directors. Individuals who are our affiliates will be permitted to sell their shares of common stock received in the spin-off only pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, including pursuant to Rule 144 under the Securities Act.

Rule 144 will generally be available for the resale of our common stock by affiliates once 90 days have elapsed from the date we become subject to the reporting requirements of the Exchange Act, which is the date when the registration statement of which this information statement forms a part becomes effective. Under Rule 144, provided certain conditions are satisfied, an affiliate may sell, within any three-month period, a number of shares that does not exceed the greater of:

Sales under Rule 144 are also subject to provisions relating to notice, manner of sale, and the availability of current public information about us. Carrols currently owns all of our outstanding shares of common stock. Upon completion of the spin-off, neither Carrols Restaurant Group nor Carrols will beneficially own any shares of our common stock. None of our directors or executive officers currently owns any shares of our common stock, but those who own shares of Carrols Restaurant Group will be treated the same as other holders of Carrols Restaurant Group common stock in any distribution by Carrols Restaurant Group and, accordingly, will receive shares of our common stock in the distribution.

Our Relationship with Carrols Restaurant Group Following the Spin-off

Prior to the spin-off, we will enter into the separation agreement with Carrols Restaurant Group and Carrols which will provide a framework for the relationship between Carrols Restaurant Group, Carrols and us following the spin-off, require cooperation between the parties to fulfill the terms of the spin-off and specify the terms and conditions of the spin-off. The separation agreement will also provide, subject to certain exceptions, that we will assume all of the liabilities and perform all of the obligations arising under or relating to the operation of the

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Pollo Tropical and Taco Cabana brands whether incurred before or after the spin-off. The separation agreement will also contain certain mutual releases of liability and cross indemnification provisions customary for this type of transaction.

In addition to the separation agreement, we anticipate that simultaneous with or immediately prior to the completion of the spin-off, Carrols Restaurant Group, Carrols and us will enter into various ancillary agreements in connection with the spin-off, including, without limitation, a transition services agreement, a tax matters agreement and an employee matters agreement.

For a more detailed description of these agreements, see “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group.”

Conditions to the Spin-off

We expect that the spin-off will be effective on May 7, 2012. As provided in the separation agreement, the spin-off is subject to the satisfaction or the waiver of the following conditions:

Other than as specifically described in the first, second, third and fifth bullet points above, we are not aware that any governmental approvals or other consents are necessary to consummate the distribution.

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The fulfillment of the foregoing conditions will not create any obligation on Carrols Restaurant Group’s part to effect the spin-off. Carrols Restaurant Group has the right not to complete the spin-off if, at any time, Carrols Restaurant Group’s board of directors determines, in its sole discretion, that the spin-off is not in the best interests of Carrols Restaurant Group or its stockholders or that market conditions are such that it is not advisable to separate Fiesta Restaurant Group from Carrols Restaurant Group.

Trading Between the Record Date and Distribution Date

Beginning on or shortly before the record date and continuing up to and including through the distribution date, we expect that there will be two markets in Carrols Restaurant Group common stock: a “regular way” market and an “ex-distribution” market. Shares of Carrols Restaurant Group common stock that trade on the “regular way” market will trade with an entitlement to shares of Fiesta Restaurant Group common stock distributed pursuant to the spin-off. Shares that trade on the “ex-distribution” market will trade without an entitlement to shares of Fiesta Restaurant Group common stock distributed pursuant to the spin-off. Therefore, if you sell shares of Carrols Restaurant Group common stock in the “regular way” market up to and including through the distribution date, you will be selling your right to receive shares of Fiesta Restaurant Group common stock in the spin-off. If you own shares of Carrols Restaurant Group common stock at the close of business on the record date and sell those shares on the “ex-distribution” market, up to and including on the distribution date, you will still receive the shares of Fiesta Restaurant Group common stock that you would be entitled to receive pursuant to your ownership of the shares of Carrols Restaurant Group common stock.

Furthermore, beginning on or shortly before the record date and continuing up to and including on the distribution date, we expect that there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Fiesta Restaurant Group common stock that will be distributed to Carrols Restaurant Group stockholders on the distribution date. If you owned shares of Carrols Restaurant Group common stock at the close of business on the record date, you would be entitled to shares of our common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of Fiesta Restaurant Group common stock, without the shares of Carrols Restaurant Group common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common stock will end and “regular way” trading will begin.

Material Changes to the Terms of the Spin-off

Whether or not the conditions to the spin-off are satisfied, until the distribution date, the board of directors of Carrols Restaurant Group retains the discretion to abandon the spin-off or to modify its terms, including the record date and the distribution date. If the Carrols Restaurant Group board determines to abandon the spin-off or make any material changes to the terms of the spin-off, Carrols Restaurant Group will notify Carrols Restaurant Group stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement.

Reasons for Furnishing this Information Statement

This information statement is being furnished solely to provide information about us and about the spin-off to Carrols Restaurant Group stockholders who will receive shares of our common stock in the spin-off. It is not and should not be construed as an inducement or encouragement to buy or sell any of our securities or any securities of Carrols Restaurant Group. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and neither we nor Carrols Restaurant Group undertake any obligation to update the information except in the normal course of our respective public disclosure obligations and practices.

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DIVIDEND POLICY

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds to fund the development and growth of our business. The indenture governing the Fiesta Notes and our revolving credit facility limit, and debt instruments that we and our subsidiaries may enter into in the future may limit, our ability to pay dividends to our stockholders.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2011:

You should read this table in conjunction with “Unaudited Condensed Consolidated Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and the notes thereto included elsewhere in this information statement and the financial data set forth under “Selected Historical Financial and Operating Information.”