Landry's, which owns restaurants including Rainforest Cafe (Atlantic City location), Charley's Crab and the Chart House (Philadelphia location), said the going-private deal was scuttled because of a conflict with the Securities and Exchange Commission and its lenders about disclosing terms that the lenders insisted were confidential.

"Given our need to refinance approximately $400 million in senior notes, and the existing worldwide credit crisis, we felt that it was in the best interests of our stockholders to terminate the merger agreement in order to maintain the alternative financing," said Michael Chadwick, chairman of a committee formed by the company's board to evaluate the going-private deal.

Landry's had said in June that chief executive Tilman J. Fertitta would buy the 61 percent of the company he didn't already own.

Under terms of the planned deal, Fertitta Holdings Inc., a private equity firm formed by Fertitta to buy the company, would have bought Landry's for $21 per share in cash, a 37 percent premium above the stock's closing price April 3, the last trading day before Fertitta's offer was disclosed.

This "must be extremely disappointing to our shareholders," Chadwick said.

Landry's shares fell $4.18, or 33.85 percent, to $8.17 in morning trading today.

The company said today that the SEC was requiring it to issue a proxy statement disclosing information from a commitment letter to Fertitta Holdings from the lead lenders, Jefferies Funding LLC, Jefferies & Co., Jefferies Finance LLC and Wells Fargo Foothill. However, the commitment letter required the information be kept confidential.

The lenders said disclosure would violate the terms of their agreement and would result in termination of their commitments for both the planned going-private transaction and alternative financing transactions, according to a news release Landry's issued today.

If the lead lenders had pulled their commitments, there would have been no financing available for the going-private transaction and the company would have lost its alternative financing commitment from the lenders, the company said. Without the going-private transaction, no proxy will be issued, preserving the confidentiality of the alternative financing agreement until final terms are reached.

Refinancing will proceed on the company's 9.5 percent and 7.5 percent notes.

Landry's also owns Saltgrass Steak House and the Golden Nugget Hotel & Casino in Las Vegas and Laughlin, Nev.