Bravo Brio Restaurant (BBRG) – Odd Lot Tender Offer – $133 potential

Current Price – $13.15

Offer Price – $12.5 – $14.5

Upside – 10% or $133 ( for odd lot holders, if the upper pricing limit is used)

Expiration date –  10 December 2014

SEC Filling

Summary:

Bravo Brio Restaurant Group, Inc., is offering to purchase for cash its common shares pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $12.50 nor greater than $14.50 per share (“Auction Tenders”), or (ii) purchase price tenders (“Purchase Price Tenders”). We are offering to purchase shares having an aggregate purchase price of no more than $50 million.

Assuming that the Offer is fully subscribed, the maximum of 4,000,000 shares that the Company is offering to purchase under the Offer represents approximately 21.4% of the total number of shares outstanding as of November 10, 2014. Assuming the Offer is fully subscribed, the minimum of 3,448,275 shares that the Company is offering to purchase under the Offer represents approximately 18.5% of the total number of shares outstanding as of November 10, 2014.

No proration for Odd Lot holders:

If the terms and conditions of the Offer have been satisfied or waived and shares having an aggregate purchase price in excess of $50 million, measured at the maximum price at which such shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time of the Offer, we will purchase shares in the following order of priority:

- First, all shares owned in “odd lots” (less than 100 shares) that have been validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time);

Second, all other tendered shares (other than conditionally tendered shares for which the condition was not satisfied) validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time), on a pro rata basis if necessary, with appropriate adjustments to avoid the purchase of fractional shares, until we have purchased shares resulting in an aggregate purchase price of $50 million

Source of Funds:

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $50.8 million. We intend to fund any purchase of shares pursuant to the Offer, including the related fees and expenses, using funds borrowed under the Credit Facility.

On November 5, 2014, we entered the Credit Facility with a syndicate of financial institutions. The Credit Facility provides for a revolving credit facility under which the Company may borrow up to $100 million (including a sublimit cap of up to $10 million for letters of credit and up to $10 million for swing-line loans). The Credit Facility matures in November 2019, at which time all outstanding borrowings must be repaid. The Company used borrowings under the Credit Facility to repay in full the balances due under its previous credit agreement (the “Previous Credit Facility”) and subsequently terminated the Previous Credit Facility.