BRAVO BRIO RESTAURANT GROUP, INC. (NASDAQ:BBRG) Files An 8-K Termination of a Material Definitive Agreement

BRAVO BRIO RESTAURANT GROUP, INC. (NASDAQ:BBRG) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02

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Termination of Material Definitive Agreement.

On May 24, 2018, in connection with the Merger, the Company terminated the Credit Agreement, dated as of November 5, 2014, by and among the Company as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer or Listing.

On May 24, 2018, in connection with the consummation of the transactions described in the Introduction above, which description is incorporated herein by reference, the Company notified the NASDAQ Global Select Market (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ (i) suspend trading of the Company Common Shares on NASDAQ and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Trading of Company Common Shares on NASDAQ was suspended as of the close of business on May 23, 2018. The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act be suspended.

Item 3.03

Material Modification to Rights of Security Holders.

As set forth in the Introduction of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding Company Common Shares (other than the Excluded Shares) were automatically cancelled and converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Company Common Shares (other than the Excluded Shares) ceased to have any rights with respect thereto other than the right to receive the Merger Consideration.

The information set forth in the Introduction, Items 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company has occurred, and the Company is now a wholly-owned subsidiary of Parent.

The aggregate value of the transaction was approximately $100.0 million. The source of funds for the Merger and related transaction expenses included a senior secured term loan facility in an aggregate principal amount of $27.5 million and a cash equity investment of up to $95.5 million by Spice Private Equity (Bermuda) Ltd., an affiliate of Parent, and certain co-investors.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company ceased to be directors of the Company and members of committees of the Company’s Board of Directors as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

In connection with the consummation of the Merger (and not because of any disagreement with the Company), Brian T. O’Malley resigned from his position as the Chief Executive Officer and President of the Company and Khanh (“Connie”) P. Collins resigned from her position as the Chief Operating Officer of the Company. From and after the Effective Time, Bradley D. Blum was appointed as the Chairman and Chief Executive Officer of the Company and Bob Mock was appointed as the Chief Operations Officer of the Company.

Mr. Blum has previously served as the President of Olive Garden, as the Chief Executive Officer of Burger King and as a management executive at General Mills. Mr. Blum has also served as a director at several companies in the restaurant industry, including Darden Restaurants, on two separate occasions, as well as AmRest Holdings SE and LEON Naturally Fast Food. Since 2005, Mr. Blum has served as the founder and owner of BLUM Enterprises, a consulting firm focused on restaurant strategy, concept development and related investments.

Mr. Mock has previously served as the Executive Vice President of Operations at Olive Garden and maintained various high-level operations related positions at other major restaurant brands, including serving as President of Red Lobster Canada and President of Smokey Bones.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, at the effective time, the Company has amended and restated its articles of incorporation by filing the Third Amended and Restated Articles of Incorporation of the Company with the Secretary of State of Ohio. A copy of the Third Amended and Restated Articles of Incorporation of the Company is filed as Exhibits 99.1 hereto and is incorporated by reference into this Item 5.03. As of the Effective Time, the Code of Regulations of Merger Sub in effect prior to the Effective Time became the code of regulations of the Company, until thereafter amended or modified as provided therein or by applicable Law, except that references to the name of Merger Sub shall be replaced by the name of the Company. A copy of the code of regulations of the Company are filed as 99.2 hereto and is incorporated by reference into this Item 5.03.

On May 24, 2018, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Bravo Brio Restaurant Group, Inc. Exhibit
EX-99.1 2 eh1800734_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1   Attachment to Certificate of Merger THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BRAVO BRIO RESTAURANT GROUP,…
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About BRAVO BRIO RESTAURANT GROUP, INC. (NASDAQ:BBRG)

Bravo Brio Restaurant Group, Inc. is the owner and operator of approximately two Italian restaurant brands, including BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO). The Company operates approximately 120 restaurants in over 30 states. Additionally, approximately one BRIO restaurant is operated under a franchise agreement. It has over 110 operating locations, owns approximately four locations, of which over 100 are located adjacent to or in lifestyle centers and shopping malls, and over 10 are free-standing units. Its reward programs, called MyBRAVO Rewards and MyBRIO Rewards, are designed to reward guests for their continuous dining at its restaurants. Its guests can download a MyBRAVO/MyBRIO! Rewards mobile application, register their cards at BRAVO! and BRIO locations or online at www.myBRAVOReward.com or www.myBRIOReward.com. It also operates approximately one full-service American-French bistro restaurant in Columbus, Ohio under the brand Bon Vie.

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