Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 20, 2020
Registration Statement No. 333-238138
Ruths Hospitality Group, Inc. Announces Proposed Public Offering of Common Stock
WINTER PARK, Fla., May 20, 2020 (BUSINESS WIRE) Ruths Hospitality Group, Inc. (NASDAQ: RUTH) (the Company), one
of the largest upscale steakhouse companies in the world, today announced that Jefferies LLC (Jefferies) has agreed to purchase $43,500,000 of the Companys common stock (the Shares), to be reoffered by Jefferies at
variable prices. In addition, the Company has granted Jefferies an option, exercisable for up to 30 days, to purchase up to an aggregate of an additional $6,525,000 of Shares.
The Company intends to use the net proceeds from the sale of Shares to repay borrowings under its existing credit agreement and to strengthen
its balance sheet, principally in response to the impact of COVID-19 on its business, operations, results of operations, financial condition, cash flows and liquidity, and to otherwise use the net proceeds for
general corporate purposes. The Company retains broad discretion over the use of the net proceeds from the sale of Shares.
This press
release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any Shares of the Company. There will be no sale of Shares in any jurisdiction in which the offer, solicitation of an offer to buy or sale
would be unlawful.
The Shares are being offered pursuant to a shelf registration statement on Form
S-3 that the Company filed with the Securities and Exchange Commission on May 8, 2020, which became effective on May 18, 2020 (File No. 333-238138). A
preliminary prospectus supplement and the accompanying prospectus relating to this offering are being filed with the SEC and will be available on the SECs website located at www.sec.gov. Prospective investors should read the prospectus, the
preliminary prospectus supplement and other documents the Company has filed with or submitted to the SEC (some of which are incorporated by reference into the prospectus and preliminary prospectus supplement) for more complete information about the
Company and the offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520
Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-547-6340 or by email at Prospectus_Department@Jefferies.com.
UPDATE ON LIQUIDITY AND MANAGEMENT ACTIONS
COVID-19 Impact
In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a pandemic and the United States declared it a National Public Health Emergency, which has resulted in a significant reduction in revenue at our restaurants due to mandatory restaurant
closures, capacity limitations, social distancing guidelines or other restrictions mandated by governments across the world, including federal, state and local governments in the United States. As a result of these developments, we are experiencing
a significant negative impact on the Companys revenues, results of operations and cash flows.