PROSPECTUS SUMMARY

The following summary contains basic information about OSI Restaurant Partners, LLC and the exchange offer. It likely does not contain all of the information that is important to you. Before you make an investment decision, you should review this prospectus in its entirety, including the risk factors, our financial statements and the related notes and the pro forma financial data appearing elsewhere in this prospectus. Please note that the presentation of our consolidated financial statements consists of two periods: the “Predecessor” period, which covers the period preceding the Merger, as defined below, and the “Successor” period, which covers the period after the Merger. Accordingly, the results of operations for the year ended December 31, 2007 includes the results of operations from January 1 to June 14, 2007 of the Predecessor and the results of operations for the period from June 15 to December 31, 2007 of the Successor, on a combined basis. Although this combined basis does not comply with generally accepted accounting principles in the United States (“U.S. GAAP”), we believe it provides a more meaningful method of comparison to the other periods presented in this prospectus. Unless otherwise indicated, the terms “OSI,” “the Company,” “our company,” “us,” “we” and “our” refer to OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc., together with their subsidiaries. In addition, unless otherwise noted, references to “pro forma,” and other financial terms have the meanings set forth under “—Summary Historical and Pro Forma Consolidated Financial Information.” References in this prospectus to years are to our fiscal years, which end on December 31. Unless otherwise indicated, restaurant count data is as of March 31, 2008.

Our Company

We are one of the largest casual dining restaurant companies in the United States, with a significant international presence. Through our restaurant concepts, each with a distinct theme, menu offering and price point, we serve a broad customer base and cater to multiple dining occasions. Our primary concepts include Outback Steakhouse, or Outback, Carrabba’s Italian Grill, or Carrabba’s, Bonefish Grill, or Bonefish, and Fleming’s Prime Steakhouse and Wine Bar, or Fleming’s. Our other concepts include Roy’s, Cheeseburger in Paradise, Lee Roy Selmon’s and Blue Coral Seafood and Spirits, or Blue Coral. We are currently evaluating strategies for exiting our non-primary concepts. Outback, our largest restaurant concept, is the leading steakhouse chain in the United States with 2007 restaurant sales greater than the sales of its three closest steakhouse chain competitors combined, as reported by Technomic. We also hold leading positions in the Italian and seafood categories: Carrabba’s is the third largest full-service Italian chain in the United States and Bonefish is the second largest full-service seafood chain in the United States, in each case based on 2007 restaurant sales as reported by Technomic. We have 1,317 company-owned and 164 franchised and development joint venture restaurants located in all 50 states and in 20 countries internationally. For the year ended December 31, 2007, we generated total revenues of approximately $4.1 billion.

We believe we maintain our strong market position by serving high-quality food, providing attentive service and operating efficient restaurants. Each of our restaurant concepts offers a limited number of menu items to maximize the quality and consistency of each item we serve while offering sufficient breadth to appeal to a broad array of tastes. We believe our concepts, which range from casual to upscale casual dining atmospheres, attract a diverse customer mix. We believe our attentive service contributes to maintaining a loyal customer base. In addition, we believe we are able to align the incentives of our restaurant general managers with those of our Company and foster long-term employee commitment by providing them with the opportunity to share in the cash flows of the restaurants they manage. We believe this business model drives strong unit-level economics, which has enabled us to maintain a healthy restaurant base.

The Transactions

On June 14, 2007, OSI Restaurant Partners, Inc., by means of a merger transaction (referred to as the Merger) and related transactions (referred to collectively with the Merger as the Transactions), was acquired by an investor group comprised of Bain Capital Partners, LLC and Catterton Partners (collectively referred to as the Sponsors) our founders, Robert D. Basham, J. Timothy Gannon and Chris T. Sullivan (collectively referred to as the Founders), and certain members of our management team. In connection with the Merger, OSI Restaurant Partners, Inc. was converted in accordance with Delaware law into a Delaware limited liability company, OSI Restaurant Partners, LLC, and deregistered its common stock from public trading. OSI Co-Issuer, Inc. exists solely for the purpose of serving as a co-issuer of the exchange notes. All of our issued and outstanding equity interests are held by OSI HoldCo, Inc., or Holdings, which has no material assets or operations other than its direct ownership of OSI and its indirect ownership of our newly-formed sister company, Private Restaurant Properties, LLC, or PRP, through PRP’s parent companies. Holdings is a wholly-owned subsidiary of OSI HoldCo I, Inc., which is a wholly-owned subsidiary of OSI HoldCo II, Inc., which is a wholly-owned subsidiary of Kangaroo Holdings, Inc., our ultimate parent company, which we refer to as Parent. Through their ownership interests in Parent, the Sponsors, certain co-investors designated by the Sponsors, which we refer to collectively with the Sponsors as the Investors, the Founders and certain members of our management collectively indirectly own OSI. See “The Transactions.”

In connection with the Merger, we caused our wholly-owned subsidiaries that own domestic restaurant properties to sell substantially all of these company-owned restaurant properties to PRP. PRP financed the purchase of these properties through a new real estate credit facility, and then leased the properties to Private Restaurant Master Lessee, LLC, one of our wholly-owned subsidiaries, under a market rate master lease. We refer to the sale of certain of our domestic company-owned restaurant properties to PRP and entry into the market rate master lease and the related underlying subleases as the PRP Sale-Leaseback Transaction. Neither PRP nor any of its parent companies will be a guarantor of the exchange notes offered hereby or will have any liability with respect to the exchange notes offered hereby or any of our other indebtedness or obligations. The restaurant properties and other assets sold to PRP pursuant to the PRP Sale-Leaseback Transaction will not be available to satisfy any of our obligations, including indebtedness evidenced by the exchange notes offered hereby. The terms of the PRP real estate credit facility permit PRP to distribute certain excess cash amounts to the holders of its equity.

The Merger was financed by borrowings under our new senior secured credit facilities, the proceeds from the issuance of the outstanding notes, the proceeds to us from the PRP Sale-Leaseback Transaction, the investment in our equity securities by the Sponsors and certain members of our management, the rollover of equity owned by the Founders, and available cash on hand.

The offering of the outstanding notes, the initial borrowings under our new senior secured credit facilities, the PRP Sale-Leaseback Transaction, the cash equity investment by the Sponsors and management, the Founders’ rollover equity and the unvested restricted stock rollover by other members of our management team, the purchase of the Founders’ non-rollover equity, the Merger, the conversion to an LLC, and other related transactions are collectively referred to in this prospectus as the Transactions. For a more complete description of the Transactions, see “The Transactions,” “Description of Other Indebtedness” and “Description of PRP Sale-Leaseback Transaction.”

The Sponsors

Bain Capital Partners, LLC. Bain Capital is a global private investment firm whose affiliates manage several pools of capital including private equity, venture capital, public equity, and leveraged debt assets with approximately $50 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 230 companies around the world, including such

leading retailers and consumer companies as Burger King, Domino’s Pizza, Dunkin Brands, Michaels Stores, Burlington Coat Factory, Toys “R” Us, Dollarama, Staples, Shopper’s Drug Mart, Brookstone, Sealy Corp., Sports Authority and Duane Reade. Headquartered in Boston, Bain Capital also has offices in New York, London, Munich, Hong Kong, Shanghai and Tokyo.

Catterton Partners. With more than $2 billion in assets under management, Catterton is a leading private equity firm in the United States focused exclusively on the consumer industry. Since its founding in 1990, Catterton has leveraged its investment capital, strategic and operating skills, and network of industry contacts to establish one of the strongest investment track records in the consumer industry. Catterton invests in all major consumer segments, including Food and Beverage, Retail and Restaurants, Consumer Products and Services, and Media and Marketing Services. Catterton has led investments in companies such as Build-A-Bear Workshop, Cheddar’s Restaurant Holdings Inc., P.F. Chang’s China Bistro, Baja Fresh Mexican Grill, First Watch Restaurants, Frederic Fekkai, Kettle Foods, Farley’s and Sathers Candy Co., and Odwalla, Inc.

The Exchange Offer

On June 14, 2007, we completed an offering of $550 million aggregate principal amount of 10% Senior Notes due 2015 in a private offering which was exempt from registration under the Securities Act.

If we and the subsidiary guarantors are not able to effect the exchange offer contemplated by this prospectus, we and the subsidiary guarantors will use reasonable best efforts to file and cause to become effective a shelf registration statement relating to the resale of the outstanding notes. We may be required to pay additional interest on the notes in certain circumstances.

The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

However, we have not submitted a no-action letter, and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

In addition, you must deliver to the exchange agent on or prior to the expiration date, if you are effecting delivery by book-entry transfer, a timely confirmation of book-entry transfer of your outstanding notes into the account of the exchange agent at DTC pursuant to the procedures for book-entry transfers described in this prospectus under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes.”

By executing and delivering the accompanying letter of transmittal or effecting delivery by book-entry transfer, you are representing to us that, among other things:

See “The Exchange Offer—Procedures for Tendering Outstanding Notes” and “Plan of Distribution.”

The Exchange Notes

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

As of March 31, 2008, the outstanding notes and related guarantees ranked effectively junior to approximately $1.3 billion of senior secured debt outstanding under our senior secured credit facilities and certain other existing indebtedness. In addition, we have an additional $197.0 million of available unused borrowing capacity under the revolving portions of our senior secured credit facilities (after giving effect to outstanding letters of credit of approximately $53.0 million).

Risk Factors

Participating in the exchange offer, and therefore investing in the exchange notes, involves substantial risk. See the “Risk Factors” section of this prospectus for a description of material risks you should consider before investing in the exchange notes.

Corporate Information

Our principal executive offices are located at 2202 N. West Shore Blvd., Suite 500, Tampa, FL 33607. Our telephone number at that address is (813) 282-1225. Our corporate website address is http://www.osirestaurantpartners.com. Our website and the information contained on our website is not part of this prospectus.

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical and unaudited pro forma consolidated financial and other data of our business at the dates and for the periods indicated. The summary historical financial data for, and as of, the years ended December 31, 2005 and 2006, the period from January 1 to June 14, 2007 and the period from June 15 to December 31, 2007 have been derived from our historical audited consolidated financial statements. The unaudited pro forma financial data for the year ended December 31, 2007 gives effect to the Transactions as if the Transactions had occurred at the beginning of the period presented. The summary historical financial data for, and as of, the three months ended March 31, 2007 and 2008 have been derived from our unaudited consolidated financial statements. The summary information in the following tables should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

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