SC TO-I/A_12.11.14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
SCHEDULE TO
(Amendment No.1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_______________________________
Bravo Brio Restaurant Group, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Common Shares, no par value per share
(Title of Class of Securities)
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10567B109
(CUSIP Number of Class of Securities)
________________________________
James J. O'Connor
Chief Financial Officer, Secretary and Treasurer
Bravo Brio Restaurant Group, Inc.
777 Goodale Boulevard, Suite 100
Columbus, Ohio 43212
(614) 326-7944
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copy to:
Carmen J. Romano, Esq.
Derick S. Kauffman, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104-2802
(215) 994-4000
________________________________
CALCULATION OF FILING FEE
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Transaction valuation(1) | Amount of filing fee(2) |
$50,000,000 | $5,810 |
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(1) | Calculated solely for purposes of determining the filing fee. This amount is based on the offer to purchase up to $50,000,000 in value of common shares, no par value per share, of Bravo Brio Restaurant Group, Inc. at a price not greater than $14.50 per share and not less than $12.50 per share. |
(2) | Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for Fiscal Year 2015, equals $116.20 per $1,000,000 of the value of the transaction. |
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x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | Amount Previously Paid: $5,810 | Filing Party: Bravo Brio Restaurant Group, Inc. |
| | Form or Registration No.: Schedule TO-I | Date Filed: November 12, 2014 |
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o | Check the box if filing related solely to preliminary communications made before the commencement of a tender offer. |
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| | Check the appropriate boxes below to designate any transactions to which the statement relates: |
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| | o | third-party tender offer subject to Rule 14d-1. |
| | x | issuer tender offer subject to Rule 13e-4. |
| | o | going-private transaction subject to Rule 13e-3. |
| | o | amendment to Schedule 13D under Rule 13d-2. |
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| | Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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| | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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| | o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | o | Rule 14d-1(d)(Cross-Border Third Party Tender Offer) |
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission (the “SEC”) by Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Company”), on November 12, 2014, in connection with the Company’s offer to purchase for cash up to $50.0 million in value of its common shares, no par value per share (the “Shares”), at a price of not less than $12.50 nor greater than $14.50 per Share upon the terms and subject to the conditions described in the Offer to Purchase, dated November 12, 2014 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following at the end thereof:
"On December 11, 2014, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 12:00 midnight, New York City time, at the end of the day of December 10, 2014. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference."
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit Number | | Description |
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(a)(5)(D) | | Press release issued by Bravo Brio Restaurant Group, Inc. on December 11, 2014 |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| | | | Bravo Brio Restaurant Group, Inc. |
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December 11, 2014 | | | | By: | | /s/ James J. O’Connor |
| | | | Name: | | James J. O’Connor |
| | | | Title: | | Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
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Exhibit Number | | Description |
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(a)(5)(D) | | Press release issued by Bravo Brio Restaurant Group, Inc. on December 11, 2014 |