UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~November 5~~December 31, 2018

BOJANGLES’, INC.

(Exact Name of Issuer as Specified in Charter)

Delaware	001-37374	45-2988924
(State or Other Jurisdictionof Incorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

9432 Southern Pine Boulevard

Charlotte, NC 28273

(Address of Principal Executive Offices)

(704) 527-2675

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

As previously disclosed and reported in the Current Reports on Form 8-K filed by Bojangles’, Inc. (the “Company” or “Bojangles’”) on November 6, 2018 and November 9, 2018 with the U.S. Securities and Exchange Commission (the “SEC”), on November 5, 2018, the Company, Walker Parent, Inc., a Delaware corporation (“Parent”), and Walker Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds affiliated with Durational Capital Management LP and The Jordan Company, L.P. On November 30, 2018, Bojangles’ filed with the SEC a preliminary proxy statement in connection with the Transactions, and on December 10, 2018, Bojangles’ filed with the SEC a definitive proxy statement in connection with the Transactions (the “Definitive Proxy Statement”), which was mailed to Bojangles’ stockholders of record.

OnIn connection with the Transactions, four putative class action lawsuits were filed in the United States District ~~November~~Court for the District of Delaware, and two putative class action lawsuits were filed in the United States District Court for the Southern District of New York. The four lawsuits filed in the United States District Court for the District of Delaware are captioned Kasper v. Bojangles’, Inc., et al., No. 1:18-cv-01961-UNA (filed December 512, 2018), Franchi v. Bojangles’, Inc., aet ~~Delaware~~al., ~~corporation~~No. 1:18-cv-01981-UNA (~~the~~filed ~~“Company”~~December 13, 2018), ~~entered~~Shibata ~~into~~v. anBojangles’, ~~Agreement~~Inc., et al., No. 1:18-cv-01986-UNA (filed December 14, 2018), and ~~Plan~~Crowley ofv. ~~Merger~~Bojangles’, Inc., et al., No. 1:18-cv-01993-UNA (~~the~~filed ~~“Merger~~December 14, ~~Agreement”~~2018). ~~with~~The ~~Walker~~two ~~Parent~~lawsuits filed in the United States District Court for the Southern District of New York are captioned Purdessy v. Bojangles’, Inc., aet ~~Delaware~~al., ~~corporation~~ No. 1:18-cv-11649 (~~“Parent”)~~filed December 13, 2018) and ~~Walker~~Boyette ~~Merger~~v. ~~Sub~~Bojangles’, Inc., aet al., ~~Delaware~~No. ~~corporation~~1:18-cv-11697 ~~and~~(filed ~~wholly~~December 13, ~~owned~~2018) ~~subsidiary~~(each of ~~Parent~~the (six complaints, a “Complaint,” and all six lawsuits, collectively, the “Merger ~~Sub~~Litigation”). ~~Parent~~Each ~~and~~Complaint ~~Merger~~alleges ~~Sub~~that ~~are~~the ~~affiliates~~Definitive ofProxy ~~investment~~Statement ~~funds~~contains ~~affiliated~~false ~~with~~and/or ~~Durational~~misleading ~~Capital Management~~statements LPand asserts claims for violations of Sections 14(~~“Durational”~~a) and ~~The~~20(a) ~~Jordan~~of ~~Company~~the Securities Exchange Act of 1934, Las amended, and SEC Rule 14a-9 against Bojangles’ and its directors.P. ~~(“TJC”)~~Each Complaint generally seeks, among other things, injunctive relief preventing the Transactions, damages and an award of plaintiffs’ costs and disbursements, including reasonable attorneys’ and expert fees and expenses.

The ~~Merger~~Company believes ~~Agreement~~that ~~provides~~the ~~that, upon~~claims asserted in the ~~terms~~Complaints are without merit and ~~subject~~that tono ~~the~~supplemental ~~conditions~~disclosure ~~set~~is ~~forth~~required under applicable law. However, in order to avoid the risk of the Merger ~~Agreement~~Litigation delaying or adversely affecting the Transactions, ~~Merger~~particularly ~~Sub~~in ~~will~~light ~~merge~~of ~~with~~recent ~~and~~market ~~into~~conditions, ~~the~~and ~~Company~~to (minimize the ~~“Merger”~~costs, risks and uncertainties inherent in litigation, ~~collectively~~and ~~with~~without admitting any liability or wrongdoing, the ~~other~~Company ~~transactions~~has ~~contemplated~~determined byto voluntarily supplement the Definitive ~~Merger~~Proxy ~~Agreement,~~Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal ~~“Transactions”),~~necessity ~~with~~or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company ~~continuing~~specifically asdenies all allegations in the ~~surviving~~Merger ~~corporation~~Litigation ~~and~~that asany aadditional ~~wholly~~disclosure ~~owned~~was ~~subsidiary~~or ofis ~~Parent~~required.

~~At the~~2 effective time of the Merger (“Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), issued and outstanding as of immediately prior to the Effective Time (other than shares of Common Stock (i) held in treasury by the Company or owned by any direct or indirect subsidiary of the Company, (ii) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent, or (iii) held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be cancelled and automatically converted into the right to receive $16.10 in cash (the “Merger Consideration”).

AtThis ~~the~~Current ~~Effective~~Report ~~Time,~~on ~~each~~Form ~~option~~8-K ofwill not affect the ~~Company~~merger consideration to ~~purchase~~be ~~shares~~paid ~~granted~~to ~~under~~stockholders of the Company ~~stock~~in ~~plan~~connection orwith ~~otherwise~~the ~~that~~Merger isor ~~outstanding~~the ~~and unexercised~~timing atof the ~~Effective~~special ~~Time~~meeting ~~will~~of ~~become~~the ~~fully~~Company’s ~~vested,~~stockholders ~~exercisable~~scheduled for January 10, ~~cancelled~~2019 ~~and~~at ~~converted~~Bojangles’ ~~into~~corporate offices, ~~the~~9600 ~~right~~Southern toPine ~~receive~~Boulevard, aSuite ~~cash~~J, ~~payment~~Charlotte, ~~equal~~North toCarolina ~~the~~28273 ~~product~~beginning ofat ~~(i) the~~9:00 ~~amount~~a.m., byEastern ~~which~~Time (the ~~Merger~~“Special ~~Consideration~~Meeting”). ~~exceeds~~The ~~the~~Company’s ~~applicable~~board ~~exercise price~~of ~~per~~directors ~~share~~continues ofto ~~such~~recommend ~~stock~~that ~~option~~Bojangles’ stockholders ~~and~~vote ~~(ii)~~ “FOR” the ~~aggregate~~proposal ~~number~~to ofadopt ~~shares~~the ~~issuable~~Merger ~~upon~~Agreement ~~exercise~~and of“FOR” ~~such~~the ~~stock~~proposal ~~option.~~to ~~Each~~approve ~~stock~~one ~~option~~or more adjournments of the ~~Company~~Special ~~that~~Meeting, ~~has~~if annecessary ~~exercise~~or ~~price~~appropriate, ~~per~~to ~~share~~solicit ofadditional ~~Common~~proxies ~~Stock~~if ~~that~~there isare insufficient ~~equal~~votes toat orthe ~~greater~~time ~~than~~of the ~~Merger~~ ~~Consideration~~Special ~~will~~Meeting beto ~~cancelled~~approve ~~as of~~ the ~~Effective~~proposal ~~Time~~to ~~without~~adopt ~~payment~~the ofMerger ~~any consideration~~Agreement.

~~In addition, at the Effective Time,~~Supplemental ~~each~~Disclosures restricted stock unit of the Company granted under the Company stock plan or otherwise that is outstanding as of immediately prior to the Effective Time will become fully vested, cancelled and converted into the right to receive a cash payment equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares subject to such restricted stock unit.

The ~~Board~~additional ofdisclosures ~~Directors~~in ofthis ~~the~~Current ~~Company~~Report (on Form 8-K supplement the ~~“Board”)~~disclosures ~~has~~contained ~~unanimously~~in, ~~(i) determined~~and ~~that~~should ~~the~~be ~~Merger~~read ~~Agreement~~in ~~and~~conjunction with, the ~~Transactions~~ ~~are~~Definitive ~~fair~~Proxy toStatement, ~~and~~which should be read in its entirety. To the ~~best~~extent ~~interests~~that ~~of,~~information ~~the~~in ~~Company~~this ~~and~~Current ~~its~~Report ~~stockholders~~on Form 8-K differs from, ~~(ii) approved~~or ~~and~~updates ~~declared~~information ~~advisable~~contained in, the ~~Merger~~Definitive ~~Agreement~~Proxy ~~and~~Statement, the ~~Transactions,~~information ~~including~~in this Current Report on Form 8-K shall supersede or supplement the ~~Merger,~~information ~~(iii) approved~~in the ~~execution~~Definitive Proxy Statement. Capitalized terms used herein, ~~delivery~~but ~~and performance~~not byotherwise ~~the~~defined, ~~Company~~shall ofhave the ~~Merger~~meanings ~~Agreement~~ascribed ~~and~~to ~~the~~such ~~consummation~~terms ofin the Definitive Proxy Statement.

2The last sentence of the sixth full paragraph on page 35 of the Definitive Proxy Statement under the section entitled “The Merger (Proposal 1)—Background of the Merger” is hereby amended and restated to read as follows:

During this ~~Transactions~~period, ~~including~~ the ~~Merger,~~members ~~upon~~of the ~~terms~~Board ~~and~~affiliated ~~subject~~with toAdvent ~~the~~did ~~conditions~~not ofengage ~~the~~in ~~Merger~~any ~~Agreement,~~substantive ~~(iv) recommended~~discussions ~~the~~with ~~approval~~any ofsuch ~~the~~parties, ~~adoption~~including ofwith ~~the~~respect ~~Merger~~to ~~Agreement~~a bypotential ~~the stockholders~~transaction, ofand ~~the~~such ~~Company~~members ~~(the~~did ~~“Board~~not ~~Recommendation”),~~discuss ~~and (v) directed that~~ the ~~approval~~inquiries ~~and~~with ~~adoption~~other members of the ~~Merger~~Board ~~Agreement~~not beaffiliated ~~submitted~~with Advent due to athe ~~vote~~informal ofand ~~the~~unsubstantiated ~~Company’s~~nature ~~stockholders~~of such inquiries.

The ~~consummation of the Merger (the “Closing”) is subject to certain conditions, including (i) the affirmative vote of~~ ~~the~~last ~~holders~~sentence of ~~a majority of~~ the ~~aggregate~~seventh ~~voting~~full ~~power~~paragraph ~~of the outstanding shares of Common Stock entitled to vote~~ on ~~the~~page ~~adoption~~37 of the ~~Merger~~Definitive ~~Agreement~~Proxy ~~(the~~Statement ~~“Stockholder Approval”), (ii) the expiration or termination of any waiting period~~ under the ~~Hart-Scott-Rodino~~section ~~Antitrust~~entitled ~~Improvements~~“The ~~Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the~~ Merger. ~~Each of Parent’s, Merger Sub’s and the Company’s obligation to consummate the Merger is also subject to certain additional conditions, including~~ (~~x) subject~~Proposal ~~to specific standards, the accuracy of the representations and warranties of the other party, (y~~1) ~~performance~~—Background ~~in all material respects by the other party~~ of ~~its obligations under~~ the Merger” ~~Agreement,~~is ~~and~~hereby ~~(z) with~~amended ~~respect to Parent’s~~ and ~~Merger~~restated ~~Sub’s obligations~~ to ~~consummate~~read ~~the Merger, the absence of any event, circumstance, change, or effect that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect (~~as ~~defined~~follows: ~~in the Merger Agreement). The Closing is not subject to a financing condition.~~

~~The~~In ~~Merger~~addition, ~~Agreement~~the ~~provides~~Board ~~that~~discussed the ~~Closing~~Company’s ~~will~~near-term ~~occur~~and onlong-term ~~the~~standalone ~~third~~plan, ~~(3rd)~~including ~~business~~the ~~day~~search ~~after~~for ~~the~~a ~~later~~new toChief beExecutive ~~satisfied~~Officer ofand certain preliminary prospective financial information relating to the ~~conditions~~Company, ofin ~~obtaining~~the event the ~~Stockholder~~Company ~~Approval~~were orto ~~obtaining~~remain ~~regulatory~~an ~~approvals~~independent public company (~~subject~~which we refer to as the ~~satisfaction~~“Company’s orstandalone plan,” toas ~~the~~updated from ~~extent~~time ~~permitted~~to time), ~~waiver~~as ofwell as the ~~other~~risks ~~conditions~~and touncertainties ~~closing),~~relating ~~subject~~ to the ~~completion~~execution of athe ~~specified marketing~~Company’s ~~period~~standalone ~~for~~plan (including potential disruption associated with the ~~debt~~on-boarding ~~financing~~of ~~Parent~~the ~~and~~new ~~Merger~~Chief Executive ~~Sub~~Officer). ~~are~~With ~~using~~respect to ~~fund~~the aCompany’s ~~portion~~standalone ofplan, the ~~Merger~~Company ~~Consideration.~~reviewed, Inamong ~~addition~~other things, the ~~Closing~~open ~~will~~position ~~occur~~of onChief aExecutive ~~Monday~~Officer, unit growth, restaurant costs and ~~not~~operational ~~earlier~~initiatives, ~~than~~comparable ~~January 7~~restaurant sales, ~~2019~~general and administrative expenses, turnover, and income tax rates.

~~The~~3 Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to the Closing or the date that the Merger Agreement is terminated in accordance with its terms.

The ~~Company~~disclosure ~~has~~under ~~also~~the ~~agreed~~section toentitled ~~immediately~~“The ~~cease~~Merger ~~and cause to be terminated any solicitation, discussions or negotiations that may be ongoing~~(Proposal ~~with~~1)—Background aof ~~potential~~the ~~acquiror~~Merger” ~~with~~is ~~respect~~hereby tosupplemented anby ~~alternative~~adding ~~acquisition~~the ~~proposal~~following orsentences ~~any proposal that could reasonably be expected~~ to ~~lead~~the toend anof ~~alternative~~the ~~acquisition proposal. The Company has further agreed not to solicit, initiate, or knowingly encourage or knowingly facilitate discussions with~~ third ~~parties~~sentence ~~regarding~~in ~~alternative~~the ~~acquisition~~sixth ~~proposals~~full ~~and~~paragraph ~~to certain restrictions~~ on ~~its~~page ~~ability~~39: ~~to respond to any such proposal, subject to certain exceptions to allow for the fulfillment of the fiduciary duties of the Board.~~

~~If,~~All ~~however~~of these confidentiality agreements contain standstill provisions. In ten (10) confidentiality agreements, ~~prior~~the tocounterparties’ obligations under the ~~receipt~~respective ofstandstill provisions terminated immediately upon the ~~Stockholder~~Company’s ~~Approval,~~entry into the merger agreement. Of the remaining twelve (i12) confidentiality agreements that have standstill provisions that continued to remain in effect after the Company’s ~~receives~~entry ~~an unsolicited~~into ~~written~~the ~~acquisition~~merger ~~proposal~~agreement, ~~that~~ten ~~did~~(10) contain ~~not~~a ~~result~~covenant restricting the counterparty from arequesting ~~willful~~the ~~and~~Company ~~material~~to ~~breach~~amend ofor waive the noagreed-~~solicitation~~upon ~~provision~~standstill induring the ~~Merger~~applicable ~~Agreement~~standstill period, and two (2) do not contain such covenant. With Parent’s consent, the ~~Board~~Company ~~determines~~hereby inwaives ~~good~~this ~~faith~~restriction as to the ten (~~after~~10) counterparties otherwise bound by such provision solely to the extent necessary to permit such ~~consultation~~parties ~~with~~to ~~its~~make ~~outside~~a ~~legal~~written ~~counsel~~request ~~and~~to ~~financial~~the ~~advisors)~~Board ~~that~~seeking a waiver of its standstill provisions to allow such counterparty to make a confidential acquisition proposal to the Board.

3The first paragraph on page 52 of the Definitive Proxy Statement under the section entitled “The Merger (Proposal 1)—Opinions of Financial Advisors—Opinion of BofA Merrill Lynch—Summary of Material Financial Analyses—Selected Publicly Traded Companies Analysis” is hereby amended and restated to read as follows:

~~unsolicited~~BofA ~~written~~Merrill ~~acquisition~~Lynch ~~proposal~~reviewed ispublicly aavailable ~~“Superior~~financial ~~Proposal,”~~ and itstock ~~determines~~market ininformation ~~good~~for ~~faith~~the ~~(after~~Company ~~consultation~~and ~~with~~the ~~its~~following ~~outside~~seven ~~legal~~publicly ~~counsel) that its failure to take an action~~traded ~~set~~companies ~~forth below would be inconsistent with its fiduciary duties under applicable Law, or (ii) the Board determines~~ in ~~good faith (after consultation with its outside legal counsel) an “Intervening Event” has occurred and as a result thereof,~~ the ~~Board~~restaurant ~~determines~~industry inthat ~~good~~BofA ~~faith~~Merrill ~~(after~~Lynch ~~consultation~~considered ~~with~~to ~~its~~have ~~outside~~similar ~~legal~~or ~~counsel)~~reasonably ~~that~~comparable ~~the~~operations ~~failure~~ to ~~take~~the anCompany ~~action~~based ~~set~~on, ~~forth~~among ~~below~~other ~~would~~things, besize, ~~inconsistent~~regional ~~with its fiduciary duties under applicable law~~concentration, ~~then~~and ~~the~~number ~~Board~~of ~~may~~franchised ~~take~~restaurants ~~any of~~as ~~the~~compared ~~following~~to ~~actions~~company-owned ~~(any such action, an “Adverse Recommendation Change”)~~restaurants:

• withhold, withdraw, modify or amend in a manner adverse to Parent or Merger Sub, the Board Recommendation;


Selected Companies	EV/EBITDA
Del Taco Restaurants, Inc.		8.3x
El Pollo Loco Holdings, Inc. (“El Pollo Loco”)		9.3x	⁽¹⁾
Fiesta Restaurant Group, Inc.		9.8x
Jack In The Box Inc.		11.8x
Sonic Corporation ⁽²⁾		13.7x
The Habit Restaurants, Inc.		10.8x
Zoe’s Kitchen, Inc. ⁽³⁾		10.7x

•(1) ~~approve,~~El ~~adopt~~Pollo orLoco ~~recommend,~~calculated oras ~~declare~~of ~~the~~November ~~advisability~~1, of2018, ~~any~~as ~~acquisition~~described ~~proposal;~~below.

•(2) ~~enter~~Sonic ~~into~~Corporation ~~any~~shown ~~acquisition~~on ~~agreement,~~an ~~merger~~unaffected ~~agreement~~basis (as of September 24, or2018), ~~similar~~the ~~agreement~~last ~~with~~trading ~~respect~~day toimmediately ~~any~~preceding the announcement of Sonic Corporation’s entry into an acquisition ~~proposal;~~agreement with Inspire Brands, Inc.

•(3) ~~fail~~Zoe’s toKitchen, ~~include~~Inc. shown on an unaffected basis (as of August 16, 2018), the ~~Board~~last ~~Recommendation~~trading inday immediately preceding the ~~proxy~~announcement ~~statement~~of toZoe’s beKitchen, ~~filed~~Inc.’s ~~relating~~entry tointo ~~the~~an ~~Stockholder~~acquisition ~~Approval;~~agreement with CAVA Group, Inc.

•4 ~~fail to recommend against any acquisition proposal that is a tender offer or exchange offer within ten (10) business days after the commencement of such tender offer or exchange offer; or~~

•The iffirst ansentence ~~acquisition~~of ~~proposal~~the ~~shall~~first ~~have~~paragraph ~~been~~on ~~publicly~~page ~~announced~~53 orof ~~disclosed,~~the ~~fail~~Definitive Proxy toStatement ~~reaffirm~~under the ~~board~~section ~~recommendation~~entitled in“The ~~favor~~Merger (Proposal 1)—Opinions of ~~the~~Financial ~~Merger~~Advisors—Opinion ~~upon~~of ~~the~~BofA ~~written~~Merrill ~~request~~Lynch—Summary of ~~Parent~~Material ~~within~~Financial ~~five~~Analyses—Selected ~~(5)~~Precedent ~~business~~Transactions ~~days~~Analysis” ~~after~~is ~~such~~hereby amended ~~written~~and ~~request~~restated ~~(subject~~ to ~~certain~~read ~~exceptions).~~as follows:

ABofA ~~“Superior~~Merrill ~~Proposal”~~Lynch isreviewed, ~~a bona fide written acquisition proposal relating~~ to ~~more than 50% of~~ the ~~outstanding~~extent ~~Shares~~publicly available, ~~voting~~financial ~~power~~information orrelating ~~assets~~to of the ~~Company~~following ~~and~~six ~~its~~selected ~~subsidiaries,~~transactions ~~taken~~involving ascompanies ~~a whole, that the Board determines~~ in ~~good faith (after consultation with its financial advisor and outside legal counsel), taking into account all of~~ the ~~terms~~restaurant ~~and~~industry ~~conditions~~that ofBofA ~~the acquisition~~Merrill ~~proposal,~~Lynch ~~including~~considered ~~the~~to ~~identity~~have ~~and~~similar ~~nature~~or ofreasonably ~~the~~comparable ~~person~~operations ~~making the offer, (1) would result in a transaction (if consummated) more favorable~~ to the Company’s ~~stockholders~~based ~~from~~on, aamong ~~financial~~other ~~point~~things, ofsize, regional ~~view~~concentration, ~~than the Merger~~ and ~~the Transaction,~~number ~~after~~of ~~taking~~franchised ~~into~~restaurants ~~account~~as ~~any~~compared ~~proposed amendments or modifications committed~~ to bycompany-owned ~~Parent~~restaurants: ~~(as described further below) and (2) is reasonably capable of being timely financed and consummated.~~

An “Intervening Event” is any material event, circumstance, change, effect, development or condition (other than an acquisition proposal) occurring or arising after the date of the Merger Agreement that was not known or reasonably foreseeable to the Board as of such date, other than certain specified events, circumstances, changes, effects, developments or conditions set forth in the Merger Agreement.


Announcement Date	Acquiror	Target	LTM EBITDA
• July 2011	• Advent International Corporation	• Bojangles’, Inc.		8.5x
• March 2015	• Levy Acquisition Corporation	• Del Taco Restaurants, Inc.		8.5x
• March 2017	• Oak Hill Capital Partners	• Checkers Drive-In Restaurants, Inc.		10.5x
• November 2017	• Inspire Brands, Inc.	• Buffalo Wild Wings, Inc.		10.7x
• December 2017	• Apollo Global Management LLC	• Qdoba Restaurant Corporation		8.9x
• February 2018	• Rhône Capital L.L.C.	• Fogo de Chão, Inc.		9.5x

~~Prior~~The tolast ~~taking~~sentence ~~any~~on ~~action~~page ~~that~~53 ~~constitutes~~of anthe ~~Adverse~~Definitive ~~Recommendation~~Proxy ~~Change,~~Statement under the ~~Company~~section ~~must comply with~~entitled ~~notice~~“The ~~and~~Merger ~~other specified conditions, including providing Parent with a four~~ (4Proposal 1)~~-business~~—Opinions ~~day~~of ~~period~~Financial ~~during~~Advisors—Opinion ~~which~~of ~~time~~BofA ~~the~~Merrill ~~Company~~Lynch—Summary ~~will negotiate in good faith with Parent to enable Parent to propose revisions to the terms and conditions~~ of ~~the Merger~~Material ~~Agreement~~Financial ~~that~~Analyses—Selected ~~would~~Precedent ~~cause~~Transactions ~~the~~Analysis” ~~Board~~is tohereby noamended ~~longer determine in good faith (after consultation with its outside legal counsel~~ and ~~financial~~restated ~~advisors) that the failure~~ to ~~make~~read anas ~~Adverse Recommendation Change would be inconsistent with its~~follows: ~~fiduciary duties under applicable law.~~

4BofA Merrill Lynch then applied LTM EBITDA multiples of 8.5x to 10.5x derived from the selected transactions, based on its professional experience and judgment, to the Company’s LTM EBITDA of $70 million as of September 30, 2018 (without refranchising (because such refranchising did not take place in the last twelve months) and taking into account the estimated impact of store closures in 2018).

The ~~Merger~~first ~~Agreement~~two ~~also~~sentences ~~includes customary termination provisions for both the Company and~~on ~~Parent~~page ~~and~~54 ~~provides that, in connection with the termination~~ of the ~~Merger~~Definitive ~~Agreement~~Proxy Statement under ~~specified circumstances,~~ the ~~Company~~section ~~will~~entitled be“The ~~required to pay to Parent a termination fee of $24 million, including if the~~ Merger ~~Agreement is terminated by the Company in order to enter into an acquisition agreement, merger agreement or similar agreement with respect to a Superior~~ (Proposal in1)—Opinions ~~accordance~~of ~~with~~Financial ~~the~~Advisors—Opinion ~~terms~~ of ~~the~~BofA ~~Merger~~Merrill ~~Agreement.~~Lynch—Summary ~~The~~of ~~Merger~~Material ~~Agreement~~Financial ~~also~~Analyses—Discounted ~~provides~~Cash ~~that~~Flow Analysis” ~~Parent~~is ~~will~~hereby ~~be required~~amended toand ~~pay~~restated to ~~the~~read ~~Company~~as afollows: ~~reverse termination fee of $45 million under certain circumstances specified in the Merger Agreement.~~

~~Parent~~BofA ~~has~~Merrill ~~obtained~~Lynch ~~(i) equity~~performed ~~financing~~a ~~commitments~~discounted ~~pursuant~~cash flow analysis of the Company to calculate the ~~equity~~estimated ~~commitment~~present ~~letters~~value ~~described~~of ~~below~~the standalone unlevered, ~~and~~after-tax ~~(ii) debt~~free cash flows Unlevered Free Cash ~~financing~~Flows ~~commitments~~as ~~for~~described in the ~~Transactions~~section entitled “The Merger (~~collectively,~~Proposal ~~the~~1)—Projected ~~“Financing~~Financial Information—Projections”), that the ~~proceeds~~Company ofwas ~~which,~~forecasted ~~together~~to ~~with~~generate ~~cash~~from onthe ~~hand~~fourth fiscal quarter of ~~the~~2018 ~~Company~~through atfiscal ~~the~~year ~~Closing~~2023, ~~(after~~assuming ~~netting~~refranchising, ~~out~~based ~~applicable~~on ~~fees~~the projections and ~~expenses),~~public ~~will~~filings. beBofA ~~sufficient~~Merrill atLynch calculated implied terminal values for the Company based on perpetuity growth rates ranging from 1.0% to 2.0%, which ~~Closing~~range ~~for:~~was

•5 ~~payment of the aggregate Merger Consideration;~~

•selected ~~any~~based ~~prepayment,~~on ~~repayment,~~BofA ~~refinancing~~Merrill orLynch’s ~~conversion~~professional ofjudgment ~~debt~~and ~~contemplated~~experience taking byinto account the ~~Merger~~projected ~~Agreement;~~population growth in the territories in which the Company operates and other factors.

•The ~~amounts~~fourth ~~payable~~sentence inon ~~respect~~page 54 of ~~Company~~the ~~equity~~Definitive ~~awards,~~Proxy asStatement ~~described~~under ~~above;~~the section entitled “The Merger (Proposal 1)—Opinions of Financial Advisors—Opinion of BofA Merrill Lynch—Summary of Material Financial Analyses—Discounted Cash Flow Analysis” is hereby amended and restated to read as follows:

•From ~~any~~the ~~fees~~resulting ~~and~~enterprise ~~expenses~~values, ofBofA orMerrill ~~payable~~Lynch bydeducted ~~Parent~~the orCompany’s ~~Merger~~net ~~Sub~~debt inof $109 million ~~connection~~as ~~with~~of ~~the~~September 30, ~~Transactions~~2018 ~~and~~to ~~the~~derive ~~Financing~~equity value.

~~Durational~~The ~~Walker~~third bullet ~~LP,~~on anpage ~~affiliate~~54 of ~~Durational (~~the ~~“Durational~~Definitive ~~Fund”),~~Proxy ~~The~~Statement ~~Resolute~~under ~~Fund IV,~~the ~~L.P.,~~section anentitled ~~affiliate~~“The ofMerger ~~TJC~~ (~~the~~Proposal ~~“Resolute Fund”~~1)—Opinions ~~and~~of ~~TEI~~Financial ~~Investment~~Advisors—Opinion ~~Pte. Ltd., an affiliate~~ of ~~GIC~~BofA ~~Special~~Merrill ~~Investments~~Lynch—Other ~~Pte.~~Factors” ~~Ltd.,~~is ~~have~~hereby ~~each~~amended ~~committed to capitalize Parent, at or prior to the Closing, with an aggregate equity contribution in an amount of $390,000,000 on the terms~~ and ~~subject~~restated to ~~the~~read ~~conditions set forth in equity commitment letters, each dated November 5, 2018. Durational Fund and Resolute Fund also provided the Company with limited guarantees in~~as ~~favor~~follows: ~~of the Company, dated November 5, 2018, together guaranteeing the payment of the Parent Termination Fee pursuant to the terms of such guarantees.~~

In• ~~addition,~~an ~~concurrently~~illustrative ~~with~~discounted ~~the~~cash ~~execution~~flow analysis of the ~~Merger~~Company ~~Agreement,~~to oncalculate ~~November 5,~~the ~~2018,~~estimated ~~Advent-Bojangles’~~present ~~Acquisition~~value ~~Limited Partnership~~of (the ~~“Key~~standalone ~~Stockholder”)~~unlevered, ~~representing~~after-tax ~~approximately~~free ~~51%~~cash offlows ~~the~~Unlevered ~~outstanding~~Free ~~Common~~Cash ~~Stock~~Flows ofthat the Company ~~entered~~was ~~into~~forecasted ato ~~Voting~~generate ~~and~~from ~~Support~~the ~~Agreement~~fourth ~~(the~~fiscal ~~“Voting~~quarter ~~Agreement”)~~of ~~with~~2018 ~~Parent,~~through ~~pursuant~~fiscal toyear ~~which~~2023, ~~among~~ ~~other~~assuming ~~things~~that ~~and~~refranchising ~~subject~~were not to ~~the~~occur, ~~terms~~using ~~and~~the ~~conditions~~same ~~set~~perpetuity ~~forth~~growth ~~therein~~rates, ~~the~~discount ~~Key~~rates ~~Stockholder~~and ~~agreed~~analysis toset ~~vote~~forth ~~its~~above ~~shares~~in of the ~~Common~~section ~~Stock~~entitled in“Summary ~~favor~~ of ~~the~~Material ~~adoption~~Financial ofAnalyses—Discounted ~~the~~Cash ~~Merger~~Flow ~~Agreement~~Analysis,” ~~and~~which ~~the~~resulted ~~Transactions~~in ~~and~~a ~~against~~range ~~any~~of ~~alternative acquisition~~illustrative ~~proposal.~~prices Infor ~~addition,~~Bojangles’ ~~subject~~common tostock ~~certain~~of ~~exceptions,~~between ~~the~~$14.75 ~~Key~~and ~~Stockholder waived its appraisal rights~~$21.50 ~~The~~per share; and

5The first sentence of the first full paragraph on page 61 of the Definitive Proxy Statement under the section entitled “The Merger (Proposal 1)—Opinions of Financial Advisors—Opinion of Houlihan Lokey—Selected Companies Analysis” is hereby amended and restated to read as follows:

~~Voting~~Taking ~~Agreement~~into ~~terminates~~account ~~upon~~ the ~~earliest~~results ~~to occur~~ of ~~(i)~~ the ~~Effective~~selected ~~Time,~~companies ~~(ii) an~~analysis ~~amendment~~and ofits ~~the~~experience ~~Merger~~and ~~Agreement~~professional ~~which~~judgment, ~~among~~Houlihan ~~other~~Lokey applied ~~things,~~selected ~~alters~~multiple orranges ~~changes the amount or kind~~ of ~~Merger~~9.5x ~~Consideration~~to or10.5x ~~otherwise~~to ~~would require further approval of the Company~~Bojangles’s ~~stockholders~~LTM ~~under~~Adjusted ~~applicable law~~EBITDA, ~~(iii) the~~9.5x ~~termination~~to of10.5x ~~the~~to ~~Merger~~Bojangles’ ~~Agreement~~estimated inNFY ~~accordance~~Adjusted ~~with~~EBITDA ~~its~~and ~~terms~~9.0x ~~prior~~ to ~~the~~10.0x ~~Effective Time, (iv) the occurrence of an Adverse Recommendation Change in response~~ to anBojangles’ ~~Intervening~~estimated ~~Event~~NFY ~~(in~~+ ~~each~~1 ~~case,~~Adjusted ~~as defined in the Merger Agreement), or (v) the mutual agreement of Parent and the Key Stockholder to terminate the Voting Agreement~~EBITDA.

~~The~~6 Merger Agreement includes customary representations, warranties and covenants of the Company made solely for the benefit of Parent and Merger Sub. The assertions embodied in those representations and warranties were made solely for purposes of allocating risk among the Company, Parent, and Merger Sub rather than establishing matters of fact and may be subject to important qualifications and limitations agreed to by the Company, Parent, and Merger Sub in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) or may have been used for purposes of allocating risk among the Company, Parent, and Merger Sub rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company or any of its subsidiaries or affiliates.

IfThe ~~the~~chart ~~Merger~~on ispage ~~consummated,~~61 of the ~~Common~~Definitive ~~Stock~~Proxy ~~will~~Statement beunder ~~delisted~~the ~~from~~section ~~Nasdaq~~entitled ~~and~~“The ~~deregistered~~Merger ~~under~~(Proposal ~~the~~1)—Opinions ~~Securities~~of ~~Exchange~~Financial ~~Act~~Advisors—Opinion of ~~1934.~~Houlihan Lokey—Selected Transactions Analysis” is hereby amended and restated to read as follows:

This summary of the principal terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1, and incorporated herein by reference, is intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company.


Date Announced	Target	Acquiror	Transaction Value (in millions)	Transaction Value/LTM Adj. EBITDA
9/2018	Sonic Corp.	ARG Holding Corporation	$2,248.1		15.2x
11/2017	Buffalo Wild Wings, Inc.	Arby’s Restaurant Group, Inc.	$2,885.9		11.1x
4/2017	Panera Bread Company	Rye Parent Corp.	$7,594.1		18.2x
3/2017	Cheddar’s, Inc	Darden Restaurants, Inc.	$ 780.0		10.4x
2/2017	Popeyes Louisiana Kitchen, Inc.	Restaurant Brands International Inc.	$1,840.9		19.3x
5/2015	Jack’s Family Restaurants, Inc.	Onex Corporation	$ 640.0		11.0x
3/2015	Del Taco Holdings, Inc.	Levy Acquisition Corporation	$ 558.0		9.5x
9/2014	Einstein Noah Restaurant Group, Inc.	BDT Capital Partners, LLC; JAB	$ 475.3		10.4x

~~Item~~The ~~5.02~~first ~~Departure~~sentence of ~~Directors~~the orsecond ~~Certain~~full ~~Officers;~~paragraph ~~Election~~on page 61 of ~~Directors;~~the ~~Appointment~~Definitive ofProxy Statement ~~Certain~~under ~~Officers;~~the ~~Compensatory~~section ~~Arrangements~~entitled “The Merger (Proposal 1)—Opinions of ~~Certain~~Financial ~~Officers.~~Advisors—Opinion of Houlihan Lokey—Selected Transactions Analysis” is hereby amended and restated to read as follows:

~~Adoption~~Taking into account the results of the ~~Bojangles’~~selected transactions analysis and its experience and professional judgment, ~~Inc~~Houlihan Lokey applied a selected multiple range of 10.0x ~~Retention~~to ~~Bonus~~11.0x ~~Plan~~to Bojangles’ LTM Adjusted EBITDA.

~~Concurrently~~The ~~with~~second ~~the execution~~ sentence of the ~~Merger~~first ~~Agreement,~~full paragraph on ~~November 5,~~page ~~2018,~~62 ~~the~~of ~~Company adopted~~ the ~~Bojangles’,~~Definitive ~~Inc.~~Proxy ~~Retention Bonus~~Statement ~~Plan~~under (the ~~“Retention~~section ~~Plan”).~~entitled “The ~~purpose~~Merger (Proposal 1)—Opinions of ~~the~~Financial ~~Retention~~Advisors—Opinion ~~Plan~~of isHoulihan toLokey—Discounted ~~retain~~Cash ~~certain~~Flow ~~key~~Analysis” ~~employees~~is ~~through~~hereby amended and ~~following~~restated ~~the~~to ~~consummation~~read ofas ~~the~~follows: ~~Merger.~~

~~Under~~Houlihan ~~the~~Lokey ~~Retention~~applied ~~Plan~~a ~~and~~range ~~the~~of ~~related~~terminal ~~individual~~value ~~retention~~multiples ~~award~~of ~~agreements~~8.0x ~~(the~~to ~~“Award~~9.0x ~~Agreements”), certain selected~~to ~~employees~~Bojangles’ ofprojected ~~the~~Adjusted ~~Company,~~EBITDA ~~including~~for ~~M. John Jordan,~~ the ~~Company’s~~fiscal ~~Senior~~year ~~Vice~~ending ~~President~~December ~~of Finance~~2023, ~~Chief~~taking ~~Financial~~into ~~Officer~~account ~~and~~its ~~Treasurer~~experience and ~~Laura~~professional ~~Roberts,~~judgment and the ~~Company’s~~selected ~~Vice~~companies ~~President,~~analysis ~~General~~described ~~Counsel~~above, ~~Secretary~~ and ~~Compliance~~discount ~~Officer, are~~rates ~~eligible~~ranging from 8.5% to ~~receive~~9.5%, ataking ~~specified~~into ~~cash~~account ~~bonus~~its ~~(the~~experience ~~“Retention~~and ~~Bonus”)~~professional injudgment ~~two~~and ~~installments.~~an ~~Fifty~~estimate ~~percent (50%)~~ of ~~the~~Bojangles’ ~~Retention~~weighted ~~Bonus~~average ~~will~~cost beof ~~payable~~capital. ~~at the Closing and~~

6The disclosure under the section entitled “The Merger (Proposal 1)—Projected Financial Information—Projections” is hereby supplemented by adding the following after the chart on page 65:

the remaining fifty percent (50%) will be payable on the six-month anniversary of the Closing. A participant generally vests in each portion of his or her award only if he or she has remained continuously employed with the Company through and including the applicable vesting date. The ~~amounts of the Retention Bonuses granted to Mr. Jordan and Ms. Roberts were $50,000 and $100,000,~~following ~~respectively.~~table ~~Any~~reflects ~~unpaid~~how ~~portion~~Adjusted ofEBITDA awas ~~participant’s~~calculated ~~Retention Bonus will become immediately vested and payable if his or her employment is terminated~~ by the Company ~~without~~for ~~cause,~~purposes byof the ~~participant~~projections: with good reason or due to the participant’s death or disability prior to the applicable vesting date. The terms “cause”, “disability” and “good reason” are defined in the Retention Plan.

The foregoing descriptions of the Retention Plan and the Award Agreements are qualified in their entirety by reference to the Retention Plan and form of Award Agreement, copies of which are filed as Exhibits 10.1 and 10.2, and are incorporated herein by reference.


	Projected Fiscal Year Ending the Last Sunday in December
($ in millions)	2018 ($)		2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023 ($)
Net Income		11		36		43		52		60		70
Income Taxes		3		12		14		17		20		23
Interest Expense, Net		7		7		6		4		1		0
Depreciation and Amortization ⁽¹⁾		15		14		14		14		16		15

EBITDA ⁽²⁾		36		68		77		86		97		109

~~Forward-Looking~~7 ~~Statements~~

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent Bojangles’ from specifically enforcing obligations of Walker Parent, Inc. (Parent) under the merger agreement or recovering damages for any breach by Parent; (2) the effects that any termination of the merger agreement may have on Bojangles’ or its business, including the risks that (a) Bojangles’ stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring Bojangles’ to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on Bojangles’ and its business, including the risks that as a result (a) Bojangles’ business, operating results or stock price may suffer, (b) Bojangles’ current plans and operations may be disrupted, (c) Bojangles’ ability to retain or recruit key employees may be adversely affected, (d) Bojangles’ business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) Bojangles’ management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the


	Projected Fiscal Year Ending the Last Sunday in December
($ in millions)	2018 ($)		2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023 ($)
Non-Cash Rent		1		1		1		0		0		0
Stock-Based Compensation		3		3		4		4		4		4
Preopening Expenses		1		1		1		1		1		1
Executive and Officer Separation Expenses		1		0		0		0		0		0
Impairment and Dispositions		8		3		1		1		1		1
Restaurant Closures and Refranchising Costs and Related Asset Write-Downs		20		0		0		0		0		0

Adjusted EBITDA⁽²⁾		70		75		83		92		103		115

7(1) Includes amortization of deferred debt issuance costs.

~~merger agreement places on Bojangles’ ability to operate its business, return capital to stockholders or engage in alternative transactions;~~ (52) ~~the~~ ~~nature,~~Totals cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against Bojangles’ and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of Bojangles’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as updated or supplemented by subsequent reports that Bojangles’ has filed or files with the SEC, including Bojangles’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018. Potential investors, stockholders and other readers are cautioned not tosum ~~place~~due ~~undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor Bojangles’ assumes any obligation~~ to ~~publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law~~rounding.

~~Additional~~The ~~Information~~following ~~and~~table ~~Where~~reflects tohow ~~Find~~Free ItCash Flow was calculated by the Company for purposes of the projections:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between a subsidiary of Walker Parent, Inc. and Bojangles’. In connection with the proposed transaction, Bojangles’ plans to file a proxy statement with the SEC. STOCKHOLDERS OF BOJANGLES’ ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT BOJANGLES’ WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by Bojangles’ at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting Bojangles’ Investor Relations at IR@bojangles.com or 203.682.8253.


	Projected Fiscal Year Ending the Last Sunday in December
($ in millions)	2018 ($)			2019 ($)			2020 ($)			2021 ($)			2022 ($)			2023 ($)
Cash Flow from Operations		54			58			59			68			79			88
Cash Capital Expenditures		(11	)		(10	)		(11	)		(10	)		(11	)		(10	)

Free Cash Flow ⁽¹⁾		43			48			48			58			67			78

~~Participants~~(1) inTotals ~~Solicitation~~may not sum due to rounding.

~~Bojangles’~~For ~~and~~their ~~its directors,~~respective ~~executive~~discounted ~~officers~~cash ~~and~~flow ~~certain~~analyses ~~employees,~~described ~~may be deemed, under SEC rules, to be participants~~ in the ~~solicitation~~section ofentitled ~~proxies~~“The inMerger (Proposal 1)—Opinions ~~respect~~ of ~~the~~Financial ~~proposed~~Advisors,” ~~merger.~~BofA ~~Information~~Merrill ~~regarding~~Lynch ~~Bojangles’ directors~~ and ~~executive~~Houlihan ~~officers~~Lokey ~~is available~~calculated inUnlevered ~~its~~Free ~~proxy~~Cash ~~statement~~Flow ~~filed~~based ~~with the SEC~~ on ~~April 20, 2018. Other~~ information ~~regarding~~provided ~~the~~or ~~participants~~otherwise inapproved ~~the~~for ~~proxy solicitation and a description of~~ their ~~direct~~use ~~and indirect interests,~~ by ~~security holdings or otherwise, will be contained in~~ the ~~proxy~~Company ~~statement~~ and ~~other~~which ~~relevant~~is summarized ~~materials~~as tofollows: ~~be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.~~


				Projected Fiscal Year Ending the Last Sunday in December
($ in millions)	2018 ($)			2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023($)
Unlevered Free Cash Flow (BofA Merrill Lynch) ⁽¹⁾		12	⁽²⁾		51		55		62		69		79
Unlevered Free Cash Flow (Houlihan Lokey) ⁽³⁾		9	⁽⁴⁾		51		55		63		71		81

~~Item~~(1) ~~9.01~~For ~~Financial~~purposes ~~Statements~~of BofA Merrill Lynch’s discounted cash flow analysis, Unlevered Free Cash Flow was defined and ~~Exhibits~~calculated by BofA Merrill Lynch (using the projections provided or otherwise approved for use by the Company) as the Company’s net income plus (i) depreciation and amortization, (ii) interest expense, (iii) amortization of deferred debt issuance costs, (iv) non-cash taxes, (v) non-cash rent, (vi) payroll taxes associated with stock option exercises, (vii) certain professional fees and other expenses, (viii) employee contract expense, (ix) losses on disposal or impairment of fixed assets, (x) restaurant closures and refranchising costs and (xi) changes in net working capital, and less (xii) capital expenditures.

(d2) ~~Exhibits~~Represents the projected fourth fiscal quarter of 2018.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of November 5, 2018, by and among Walker Parent, Inc., Walker Merger Sub, Inc. and Bojangles’, Inc.
10.1		Bojangles’, Inc. Retention Bonus Plan
10.2		Form of Bojangles’, Inc. Retention Bonus Plan Award Agreement

(3)

For purposes of Houlihan Lokey’s discounted cash flow analysis, Unlevered Free Cash Flow was defined and calculated by Houlihan Lokey (using the projections provided or otherwise approved for use by the Company) as Adjusted EBITDA (i) less depreciation and amortization, (ii) less taxes, (iii) plus depreciation and amortization, (iv) less capital expenditures, and (v) adjusted for changes in net working capital and certain other items.

* Schedules omitted pursuant to item 601(b4)~~(2)~~ ofRepresents ~~Regulation~~the ~~S-K.~~projected ~~The~~stub ~~Company~~period ~~agrees~~beginning toon ~~furnish~~November ~~supplementally~~2, a2018 ~~copy~~and ofending ~~any~~year ~~omitted~~end ~~schedule to the SEC upon request~~2018.

~~SIGNATURES~~The disclosure under the section entitled “The Merger (Proposal 1)—Interests of Bojangles’ Directors and Executive Officers in the Merger” is hereby supplemented by adding the following paragraphs after the first paragraph under such section heading on page 65:

~~Pursuant~~As tofurther described in the ~~requirements~~section entitled “The Merger Agreement—Structure of the ~~Securities~~Merger; ~~Exchange~~Certificate ~~Act~~of Incorporation; Bylaws; Directors and Officers” beginning on page 77 of ~~1934~~this proxy statement, the ~~Registrant~~directors ~~has~~of ~~duly~~Merger ~~caused~~Sub ~~this~~immediately ~~report~~prior to the effective time will be ~~signed~~the oninitial ~~its~~directors ~~behalf~~of bythe surviving company and the ~~undersigned~~officers of Bojangles’ immediately ~~hereunto~~prior ~~duly~~to ~~authorized~~the effective time will be the initial officers of the surviving company. None of the existing directors of Bojangles’ prior to the closing of the merger will continue as directors of the surviving company.

Other than as set forth in the merger agreement, none of the Company’s executive officers discussed or negotiated terms or conditions of continued employment with representatives of Durational or TJC before the entry into the merger agreement. In addition, none of the Company’s executive officers have discussed or negotiated terms or conditions of continued employment with representatives of Durational or TJC following the entry into the merger agreement to the date of this filing.

Furthermore, Durational’s indication of potential interest submitted on May 15, 2018, Durational’s and TJC’s updated indication of potential interest submitted on October 1, 2018, and Durational’s and TJC’s revised indication of potential interest submitted on October 17, 2018 did not mention management retention in the surviving company or the purchase of participation in the equity of the surviving corporation.

Forward-Looking Statements

This communication may contain “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the Merger Agreement, (c) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, and (d) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent Bojangles’ from specifically enforcing obligations of Parent under the Merger Agreement or recovering damages for any breach by Parent; (2) the effects that any termination of the Merger Agreement may have on Bojangles’ or its business, including the risks that (a) Bojangles’ stock price may decline significantly if the Merger is not completed,

(b) the Merger Agreement may be terminated in circumstances requiring Bojangles’ to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on Bojangles’ and its business, including the risks that as a result (a) Bojangles’ business, operating results or stock price may suffer, (b) Bojangles’ current plans and operations may be disrupted, (c) Bojangles’ ability to retain or recruit key employees may be adversely affected, (d) Bojangles’ business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) Bojangles’ management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on Bojangles’ ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against Bojangles’ and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of Bojangles’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as updated or supplemented by subsequent reports that Bojangles’ has filed or files with the SEC, including Bojangles’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor Bojangles’ assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

Important Additional Information and Where to Find It

Bojangles’ and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from Bojangles’ stockholders in connection with the matters to be considered at the Special Meeting. Information regarding the names and affiliations of individuals who are participants in the solicitation of proxies of Bojangles’ stockholders and their respective direct or indirect interests in the Bojangles’, by security holdings or otherwise, can be found in Bojangles’ definitive proxy statement for the Special Meeting, including the schedules and appendices thereto, which was filed with the SEC on December 10, 2018. Investors and stockholders are strongly encouraged to read carefully the definitive proxy statement and the accompanying proxy card and any other documents filed by Bojangles’ with the SEC when they become available, as they will contain important information. Stockholders can obtain the definitive proxy statement, any amendments or supplements to the definitive proxy statement, the accompanying proxy card, and other documents filed by Bojangles’ with the SEC for no charge at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting Bojangles’ Investor Relations at IR@bojangles.com or 203.682.8253.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bojangles’, Inc.

Date: November 9, 2018

/s/ Laura Roberts

Laura Roberts

Vice President, General Counsel, Secretaryand Compliance Officer

Filing Compare · Bojangles', Inc.