UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of report (Date of earliest event reported): March 918, 2020

~~Date of~~THE ~~report~~HABIT ~~(date~~RESTAURANTS, ofINC. ~~earliest event reported)~~

~~The~~(Exact ~~Habit Restaurants,~~Name ~~Inc.~~of Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Delaware

001-36749

36-4791171

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware		001-36749		36-4791171
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

17320 Red Hill Avenue, Suite 140

Irvine, CA 92614

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(949) 851-8881

(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 (see General Instruction~~ N/A~~.2.~~ ~~below):~~

(Registrant’s former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, Par Value $0.01 per share

HABT

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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~~Introductory ~~8.01~~Note ~~Other Events.~~

On ~~January~~March 518, 2020, ~~The~~YUM! ~~Habit Restaurants~~Brands, Inc., a ~~Delaware~~North Carolina corporation (“~~Habit~~Parent”), orcompleted ~~the~~its ~~“Company”),~~previously ~~YUM!~~announced acquisition of The ~~Brands~~Habit Restaurants, Inc., a ~~North~~Delaware ~~Carolina~~ corporation (the “~~Parent~~Company”),. ~~and~~Pursuant ~~YEB~~to ~~Newco~~the ~~Inc.,~~terms aof ~~Delaware~~the ~~corporation~~Agreement and aPlan ~~wholly-owned subsidiary~~ of ~~Parent~~Merger (the “Merger ~~Sub~~Agreement”), ~~entered~~dated ~~into~~January 5, an2020, ~~Agreement~~by and ~~Plan~~among ofthe ~~Merger~~Company, ~~(the~~Parent ~~“Merger~~and ~~Agreement”)~~YEB Newco Inc., ~~providing~~a ~~for~~Delaware ~~the~~corporation ~~merger~~and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company surviving the ~~Merger~~merger ~~as a wholly-owned subsidiary of Parent~~ (~~collectively,~~ the “Merger”). ~~The~~as ~~parties~~a ~~publicly~~wholly ~~announced the Merger on~~owned ~~January 6,~~subsidiary ~~2020~~of Parent.

InConcurrently ~~connection~~ with the ~~Merger,~~Effective onTime ~~February 4,~~(as ~~2020~~defined below), ~~Habit~~each ~~filed~~unit ~~with~~of ~~the~~The ~~Securities~~Habit ~~and~~Restaurants, ~~Exchange~~LLC ~~Commission (“SEC”)~~not aheld ~~Preliminary~~by ~~Proxy~~the ~~Statement~~Company ~~pursuant~~or toone ~~Section 14(a)~~ of its ~~the~~subsidiaries, ~~Securities~~whether ~~Exchange~~vested ~~Act~~or ofunvested, ~~1934~~together ~~(the~~with ~~“Preliminary~~one ~~Proxy~~share ~~Statement”).~~of ~~On February~~Class ~~19,~~B ~~2020~~common stock, ~~Habit~~par ~~filed~~value ~~with~~$0.01 ~~the~~per ~~SEC~~share, aof ~~Definitive~~the ~~Proxy~~Company ~~Statement pursuant~~(“Class B toCommon ~~Section 14(a~~Stock”), ofwas ~~the~~exchanged ~~Securities~~for ~~Exchange~~one ~~Act~~share of ~~1934~~Class A Common Stock (“the ~~Definitive Proxy Statement~~“Exchange” ~~and~~), ~~together~~as ~~with~~is ~~the~~more ~~Preliminary~~particularly ~~Proxy~~described ~~Statement,~~in the ~~“Proxy~~Merger ~~Statement”).~~Agreement, ~~Habit~~and ~~commenced~~each ~~mailing~~share ~~the~~of ~~Definitive~~Class B ~~Proxy Statement~~Common toStock ~~the~~was ~~Company’s~~automatically ~~stockholders~~cancelled onimmediately orupon ~~about~~consummation ~~February 19,~~of ~~2020~~the Exchange.

~~Following~~Pursuant ~~the~~to ~~Proxy Statement, as of~~ the ~~date of this Current Report on Form 8-K, purported Company stockholders have filed eleven actions in connection with the~~ Merger ~~and the associated disclosures made in the Proxy Statement. On February 5~~Agreement, ~~2020,~~at ~~a purported stockholder filed a complaint in~~ the ~~United~~effective ~~States~~time ~~District Court for the Southern District~~ of ~~New York, captioned Gottlieb v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-00966, against~~ the ~~Company~~Merger ~~and~~ (the ~~members~~“Effective of the Company’s Board of Directors. On February 11, 2020, a purported stockholder filed a complaint in the United States District Court for the Southern District of New York, captioned Morris v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-01182, against the Company and the members of the Company’s Board of Directors. On February 11, 2020, a purported stockholder filed a putative class action complaint in the United States District Court for the District of Delaware, captioned Smith v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-00203, against the Company and the members of the Company’s Board of Directors. On February 12, 2020, a purported stockholder filed a complaint in the United States District Court for the Southern District of New York, captioned Avila v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-01248, against the Company and the members of the Company’s Board of Directors. On February 12, 2020, a purported stockholder filed a complaint in the United States District Court for the Southern District of New York, captioned Sterner v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-01251, against the Company and the members of the Company’s Board of Directors. On February 13, 2020, a purported stockholder filed a putative class action complaint in the United States District Court for the Central District of California, captioned Shudic v. The Habit Restaurants, Inc., et al., Civil Action No. 8:20-cv-00294, against the Company and the members of the Company’s Board of Directors. On February 20, 2020, a purported stockholder filed a complaint in the United States District Court for the Central District of California, captioned Grijalva v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01661, against the Company and the members of the Company’s Board of Directors. On February 21, 2020, a purported stockholder filed a complaint in the United States District Court for the District of New Jersey, captioned Restivo v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01927, against the Company and the members of the Company’s Board of Directors. On February 24, 2020, a purported stockholder filed a putative class action complaint in the Delaware Court of Chancery, captioned Bounds & Co. v. The Habit Restaurants, Inc., et al., C.A. No. 2020-0124 (Del. Ch.Time”), against the Company and the members of the Company’s Board of Directors. On February 24, 2020, a purported stockholder filed a putative class action complaint in the United States District Court for the Central District of California, captioned Stein v. The Habit Restaurants, Inc., et al., Civil Action No. 2each:~~20-cv-01763, against~~ the Company and the members of the Company’s Board of Directors. On February 26, 2020, a purported stockholder filed a complaint in the United States District Court for the Central District of California, captioned Antalan v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01850, against the Company and the members of the Company’s Board of Directors.

~~The~~• ~~complaints~~(1) inshare ~~these~~of ~~eleven~~Class ~~actions~~A ~~(collectively~~common stock, par value $0.01 per share, of the Company (“~~Merger~~Class ~~Litigation~~A Common Stock”) ~~allege,~~that ~~among~~was ~~other~~issued ~~things,~~and ~~that~~outstanding immediately prior to the ~~Company~~Effective Time and ~~the members~~(2) share of Class A Common Stock resulting from the ~~Company’s~~Exchange ~~Board~~(other ofthan, ~~Directors~~with ~~violated~~respect ~~Sections 14~~to the foregoing clauses (a1) and 20(a2), any shares of ~~the~~Class ~~Exchange~~A ~~Act,~~Common ~~and~~Stock ~~Rule 14a-9~~(A) ~~promulgated~~owned ~~under~~by the ~~Exchange~~Company ~~Act,~~or ~~and~~any ~~breached~~direct ~~their~~or ~~fiduciary~~indirect ~~duties~~wholly owned subsidiary of the Company, ~~by misstating~~(B) orowned ~~omitting~~by ~~certain~~Parent, ~~allegedly~~Merger ~~material~~Sub ~~information~~or inany ~~the~~direct ~~Proxy~~or ~~Statement~~indirect ~~filed~~wholly ~~with~~owned ~~the~~subsidiary ~~SEC~~of ~~regarding~~Parent ~~the~~or Merger. ~~The~~Sub ~~complaints~~or ~~seek,~~(C) ~~among~~held ~~other~~by ~~things,~~stockholders ~~injunctive~~that ~~relief~~have ~~preventing~~properly ~~the~~exercised ~~consummation~~and ofperfected ~~the~~appraisal ~~Merger~~rights under Delaware law ((A), ~~rescissory~~(B) ~~damages~~and ~~or rescission~~(C), incollectively, the ~~event~~“Non-Paid ofShares”)) ~~consummation~~was ofcancelled ~~the~~and ~~Merger,~~automatically ~~declaratory~~converted ~~relief~~into ~~related~~the right to ~~the~~receive ~~disclosures~~cash in ~~the~~an ~~Proxy~~amount ~~Statement~~equal to $14.00, ~~and~~without ~~certain~~interest ~~fees~~thereon ~~and~~(the ~~expenses.~~“Merger Consideration”), subject to applicable tax withholding;

~~The~~• ~~parties~~option to(each, ~~the~~a ~~Merger~~“Company ~~Litigation~~Stock ~~subsequently~~Option”) ~~engaged in arm’s-length negotiations~~ to ~~attempt~~acquire toshares ~~resolve~~of ~~the~~Class ~~claims~~A ~~asserted~~Common inStock ~~the~~that ~~Merger~~was ~~Litigation,~~outstanding ~~and~~immediately ~~reached~~prior anto ~~agreement whereby~~ the ~~Company~~Effective ~~would~~Time ~~file~~that onhad ~~this~~an ~~Current~~exercise ~~Report~~price onper ~~Form~~share ~~8-K~~that ~~certain~~is ~~supplemental~~less ~~disclosures~~than ~~regarding~~ the Merger. ~~The~~Consideration ~~Company~~was cancelled and ~~Company’s~~the ~~Board~~former holder of ~~Directors~~such ~~believe~~cancelled ~~that~~Company ~~the~~Stock ~~allegations~~Option ~~and~~is ~~claims~~entitled ~~asserted~~to inreceive ~~the~~(without ~~Merger Litigation lack merit~~interest), ~~and~~in ~~that~~consideration for the ~~supplemental~~ ~~disclosures~~cancellation ~~set~~of ~~forth~~such ~~herein~~Company ~~are~~Stock ~~not required or necessary under applicable laws. However~~Option, ~~solely~~an amount in ~~order~~cash equal to ~~avoid~~ the ~~risk~~product of (x) the ~~Merger~~total ~~Litigation~~number ~~delaying~~of orshares ~~otherwise~~subject ~~adversely~~to ~~affecting~~ the ~~Merger~~unexercised ~~and~~portion toof ~~minimize~~such ~~the~~Company ~~costs,~~Stock ~~risks, and~~Option ~~uncertainties~~immediately ~~inherent~~prior into ~~defending~~ the ~~Merger~~Effective ~~Litigation,~~Time ~~the~~multiplied ~~Company~~by ~~hereby~~(y) ~~voluntarily~~the ~~amends~~excess ~~and~~of ~~supplements~~ the ~~Proxy~~Merger ~~Statement,~~Consideration asover ~~set~~the ~~forth~~applicable inexercise ~~this~~price ~~Current~~per ~~Report~~share onunder ~~Form~~such ~~8-K. The~~ Company ~~and~~Stock ~~the Company’s~~Option; ~~Board~~provided ofthat ~~Directors~~if ~~deny any liability or wrongdoing in connection with~~ the ~~Proxy~~exercise ~~Statement,~~price ~~and~~per ~~nothing~~share inof ~~this~~any ~~Current~~such ~~Report~~Company onStock ~~Form~~Option ~~8-K~~is ~~should~~equal beto ~~construed~~or asgreater anthan ~~admission of~~ the ~~legal necessity~~Merger orConsideration, ~~materiality~~such ~~under~~Company ~~applicable~~Option ~~laws~~was ofcancelled ~~any~~for ofno ~~the~~consideration; ~~supplemental disclosures.~~ and

~~These~~• ~~supplemental~~restricted ~~disclosures~~stock ~~will~~unit ~~not affect the consideration to be paid to Company stockholders in connection with the Merger or the timing~~ of the ~~special meeting of the~~ Company’s ~~stockholders~~ (~~the~~each, a “~~Special~~Company ~~Meeting~~RSU”) ~~scheduled~~that ~~for~~was ~~March 18,~~outstanding ~~2020,~~immediately atprior ~~9:00~~to ~~a.m.~~the ~~Pacific~~Effective Time, ~~at 18700~~was ~~MacArthur Blvd. Irvine~~cancelled, CAand ~~92612.~~the ~~The~~former ~~Company’s~~holder ~~Board~~ of ~~Directors~~such ~~continues~~cancelled toCompany ~~recommend~~RSU ~~that~~is ~~Habit’s~~entitled ~~stockholders vote “FOR” the proposal~~ to ~~adopt~~receive ~~the Merger Agreement; “FOR” the proposal to approve, by advisory~~ (~~non-binding)~~without ~~vote~~interest), ~~certain~~in ~~compensation~~consideration ~~arrangements~~for ~~that~~the ~~may~~cancellation beof ~~paid~~such orCompany ~~become~~RSU, ~~payable~~an toamount ~~Habit’s~~in ~~named~~cash ~~executive~~equal ~~officers that is based on or otherwise related~~ to the ~~Merger~~product ~~Agreement~~of ~~and~~(x) the ~~transactions~~ ~~contemplated~~total bynumber ~~the Merger Agreement; and “FOR” the proposal to approve the adjournment~~ of ~~the~~shares ~~special~~subject ~~meeting~~ to ~~a later date~~ (or ~~dates,~~deliverable ifpursuant ~~necessary or appropriate,~~ to) ~~solicit~~such ~~additional~~Company ~~proxies~~RSU ifimmediately ~~there~~prior ~~are insufficient votes~~ to ~~approve~~ the ~~adoption~~Effective ofTime ~~the~~multiplied ~~Merger~~by ~~Agreement~~(y) at the ~~time~~Merger ~~of the Special Meeting~~Consideration.

~~Supplemental~~In ~~Disclosures~~connection towith ~~Proxy~~the ~~Statement~~Merger, Parent paid an aggregate of approximately $375 million in ~~Connection~~cash to the former holders of shares of Class A Common ~~with~~Stock (including those shares resulting from the ~~Merger~~Exchange), ~~Litigation~~Company Stock Options and Company RSUs.

~~The~~A ~~additional~~copy ~~disclosures~~of (the ~~“Supplemental~~Merger ~~Disclosures”)~~Agreement inwas ~~this~~filed as Exhibit 2.1 to the Current Report on Form 8-K ~~supplement~~filed by the ~~disclosures~~Company ~~contained~~with in the ~~Proxy~~Securities ~~Statement~~ and ~~should~~Exchange beCommission ~~read in conjunction with~~ (the ~~disclosures~~“SEC”) ~~contained~~on ~~in the Proxy Statement~~January 6, ~~which~~2020 inand ~~turn~~is ~~should~~incorporated beherein ~~read~~by ~~in its entirety~~reference. ~~To the extent~~The ~~that~~foregoing ~~information~~description ~~set~~of ~~forth in~~ the ~~Supplemental~~Merger ~~Disclosures~~Agreement ~~differs~~is ~~from~~qualified ~~or updates information contained~~ in ~~the~~its ~~Proxy~~entirety ~~Statement,~~by ~~the~~reference ~~information in this Current Report on 8-K shall supersede or supplement the information contained in the Proxy Statement. All page references are~~ to the ~~Definitive~~full ~~Proxy~~text ~~Statement~~of ~~and capitalized terms used, but not otherwise defined herein, shall have~~ the ~~meanings~~Merger ~~ascribed to them in the Definitive Proxy Statement~~Agreement.

1Item 2.01. ~~The~~Completion ~~first~~of ~~full~~Acquisition ~~paragraph~~or onDisposition ~~page 27~~ of ~~the Definitive Proxy Statement shall hereby be amended and supplemented as follows:~~Assets.

~~“On June 20, 2019, the Board of Directors held a special meeting with representatives of Ropes & Gray LLP (“Ropes & Gray”) in attendance. During the~~ The ~~Board~~information ofset ~~Directors~~forth ~~called that meeting,~~ in ~~order for Russell W. Bendel,~~ the ~~Company’s~~Introductory ~~chief executive officer~~Note, ~~briefedto brief~~ ~~the~~Item ~~Board of Directors on recent feedback that he had received from various unaffiliated, long-term stockholders with whom the Company had a generally positive relationship~~3. ~~Mr. Bendel noted that~~03, inItem light of challenges in the market and the Company’s performance, among other considerations, these The unaffiliated stockholders had expressed a desire for the Company to consider potential strategic alternative transactions5.no01 ~~affiliation with Company management or KarpReilly~~ and ~~were~~Item ~~passive investors with the same interests in any proposed transaction as all Class A common stockholders~~5.03 ~~Mr. Bendel noted that, in light~~ of ~~challenges~~this inCurrent ~~the~~Report ~~market~~on ~~and~~Form the Company’s performance, among other considerations, these stockholders had expressed a desire for the Company to consider potential strategic alternative transactions. The Board of Directors discussed, among other topics, the importance of maximizing stockholder value and the in8-~~depth experience~~K ofis ~~several~~incorporated ~~members~~herein ofby ~~the Board of Directors with different types of strategic transactions~~reference. Representatives of Ropes & Gray then made a presentation to the Board of Directors regarding the directors’ fiduciary duties with respect to a potential strategic transaction, and the Board of Directors and Ropes & Gray discussed related considerations. After discussion regarding those issues, the Board of Directors agreed to consider potential strategic alternative transactions and proceeded to discuss next steps, including the potential engagement of a financial advisor. In light of confidentiality concerns, the Board of Directors also expressed interest in initially approaching only one advisor. After discussion, members of the Board of Directors agreed that Piper Sandler would be a strong candidate to advise the Company on potential strategic alternative transactions, given its industry expertise, historical knowledge of the Company, and experience advising public companies. The Board of Directors directed Messrs. Bendel and Reilly to contact Piper Sandler to request a proposal and presentation regarding potential strategic alternative transactions to be given to the Board of Directors during its regularly scheduled July 2019 meeting.”

2Item 3.01. ~~The~~Notice ~~second~~of ~~full~~Delisting ~~paragraph~~or onFailure ~~page~~to 28Satisfy ofa ~~the~~Continued ~~Definitive~~Listing ~~Proxy~~Rule ~~Statement~~or ~~shall~~Standard; ~~hereby~~Transfer beof ~~amended and supplemented as follows:~~Listing

~~“Following~~In ~~execution~~connection ofwith the ~~engagement~~consummation ~~agreement~~of the Merger, ~~Piper~~the ~~Sandler~~Company ~~approached~~notified ~~eighty-five~~The Nasdaq Stock Exchange ~~potential~~(“Nasdaq”) ~~buyers~~on March 18, ~~comprised~~2020 ofthat athe ~~mix~~Merger ofhad ~~strategic~~been consummated and ~~financial~~requested ~~buyers.~~that ~~After~~the ~~that~~trading ~~initial~~of ~~outreach,~~shares ~~the~~of ~~Company~~Class A ~~executed~~Common ~~confidentiality~~Stock ~~agreements,~~on ~~which~~Nasdaq ~~included~~be asuspended ~~standstill~~and ~~provision,~~the ~~with~~listing ~~forty-eight~~of ~~potential~~its ~~buyers.~~shares ~~Under~~of ~~the~~Class A ~~terms~~Common ofStock ~~the~~on ~~confidentiality~~Nasdaq be ~~agreements~~withdrawn. ~~executed~~The ~~with~~Company ~~all~~requested ~~potential~~that ~~buyers,~~Nasdaq ~~the~~file ~~standstill~~with ~~provision~~the ~~automatically terminated~~with ~~and~~the ~~became~~SEC ofa nonotification ~~further~~on ~~force~~Form or25 ~~effect~~to ifdelist the ~~Company~~shares ~~entered~~of ~~into~~Class A aCommon ~~definitive~~Stock ~~agreement~~from ~~with~~Nasdaq ~~respect~~and to, orderegister ~~recommended that~~ the ~~Company’s~~ ~~stockholders~~shares ~~accept~~of orClass A ~~approve,~~Common aStock ~~transaction~~under ~~involving~~Section 12(b) of the ~~acquisition~~Securities ofExchange ~~all~~Act orof a1934, ~~majority~~as ofamended (the ~~Company’s~~ ~~outstanding~~“Exchange ~~equity~~Act”). ~~securities~~Additionally, orthe ~~all~~Company orintends ~~substantially~~to ~~all~~file ofwith the ~~Company’s~~SEC ~~assets~~a ~~(whether~~certification byon ~~merger,~~Form ~~consolidation,~~15 ~~business~~under ~~combination,~~the ~~tender~~Exchange orAct ~~exchange~~to ~~offer,~~suspend ~~recapitalization,~~the ~~restructuring, sale,~~Company’s ~~equity~~reporting ~~issuance~~obligations orunder Sections ~~otherwise~~13 and 15(d) of the Exchange Act.”

Item 3.03. ~~The~~Material ~~disclosures~~Modification ~~under the heading “Selected Public Companies Analysis” on page 54 of the Definitive Proxy Statement shall hereby be amended and supplemented by inserting the following table immediately prior~~ to ~~the~~Rights ~~paragraph that begins “Financial data~~ of ~~the~~Security ~~selected companies were based on publicly available~~ Holders. ~~. . .”:~~

Company	MarketCapitalization		EV/LTMEBITDA			EV/CY2019EBITDA			EV/CY2020EBITDA
Chipotle Mexican Grill, Inc.	$	25,080M		38.1	x		35.6	x		27.4	x
Shake Shack Inc.	$	2,333M		32.2	x		30.4	x		25.3	x
El Pollo Loco Holdings, Inc.	$	549M		10.6	x		10.5	x		10.3	x
Del Taco Restaurants, Inc.	$	304M		7.7	x		7.0	x		7.0	x
Fiesta Restaurant Group, Inc.	$	287M		5.8	x		5.7	x		5.6	x
Noodles & Company	$	248M		8.6	x		8.1	x		7.1	x
Potbelly Corporation	$	104M		3.8	x		3.9	x		4.0	x
Minimum				3.8	x		3.9	x		4.0	x
Mean				15.3	x		14.5	x		12.4	x
Median				8.6	x		8.1	x		7.1	x
Maximum				38.1	x		35.6	x		27.4	x

At the Effective Time, as a result of the Merger, each holder of Class A Common Stock that was issued and outstanding immediately prior to the Effective Time or resulted from the Exchange ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration (except in the case of the Non-Paid Shares).

4. The ~~disclosures~~information ~~under~~set ~~the~~forth ~~heading~~in ~~“Selected Precedent Transactions Analysis” on page 55 of~~ the ~~Definitive~~Introductory ~~Proxy~~Note, ~~Statement~~Item ~~shall~~5.02 ~~hereby be amended~~ and ~~supplemented~~Item by5.03 ~~inserting~~of ~~the~~this ~~following~~Current ~~additional~~Report ~~information into the existing table (after the sentence that begins “Based~~ on ~~these~~Form ~~criteria,~~8-K ~~Piper~~is incorporated ~~Sandler~~herein ~~identified~~by ~~and~~reference. ~~analyzed the following selected precedent transactions:”):~~

Announcement Date	Target	Acquiror	EnterpriseValue		Enterprise Value / LTM EBITDA
April 201904/11/19	Papa Murphy’s Holdings	MTY Food Group	$	186	8.4x
November 201811/20/18	Global Franchise Group	Lion Capital, Serruya Private Equity	$	400	8.6x
November 201811/06/18	Bojangles’	Durational Capital, The Jordan Company	$	754	11.1x
August 201808/16/18	Zoe’s Kitchen	CAVA Group	$	298	16.3x
August 201808/02/18	Jamba	FOCUS Brands	$	203	15.1x
December 201712/19/17	Qdoba Restaurant Corporation	Apollo Global Management	$	305	5.3x
September 201709/07/17	Cafe Rio Mexican Grill	Freeman Spogli & Co.	$	280	13.2x
March 201703/23/17	Checkers & Rally’s Restaurants	Oak Hill Capital Partners	$	525	11.0x
February 201702/21/17	Popeyes Louisiana Kitchen	Restaurant Brands International	$	1,814	20.9x
May 201605/25/16	Kahala Brands	MTY Food Group	$	327	10.5x
May 201605/09/16	Krispy Kreme Doughnuts	JAB Holding Company	$	1,306	16.9x
March 201503/12/15	Del Taco Holdings	Levy Acquisition Corp.	$	500	8.2x
September 201409/29/14	Einstein Noah Restaurant Group	JAB Holding Company	$	471	10.1x
August 201408/01/14	Portillo Restaurant Group	Berkshire Partners	$	875	13.3x
December 201212/17/12	Caribou Coffee Company	JAB Holding Company	$	307	11.4x
March 201203/21/12	The Krystal Company	Argonne Capital Group	$	120	5.7x
June 201106/13/11	Arby’s Restaurant Group	Roark Capital Group	$	339	6.4x
December 201012/28/10	Noodles & Company	Catterton Partners	$	265	10.4x
April 201004/24/10	CKE Restaurants	Apollo Global Management	$	1,020	6.5x
Minimum					5.3x
Mean					11.0x
Median					10.5x
Maximum					20.9x

Item 5.01. Changes in Control of Registrant.

5.As ~~The~~a ~~disclosures~~result ~~under~~of the ~~heading~~consummation ~~“Discounted Cash Flow Analysis” on page 56~~ of the ~~Definitive~~Merger, ~~Proxy~~Parent ~~Statement~~became ~~shall~~the ~~hereby~~beneficial beowner ~~amended~~of ~~and~~all ~~supplemented~~of ~~by inserting~~ the ~~following~~capital ~~table~~stock ~~immediately~~of ~~after~~ the ~~second~~Company ~~sentence~~and in the ~~first~~Company ~~paragraph~~became ~~that~~a ~~begins~~wholly owned ~~“The~~subsidiary ~~unlevered~~of ~~free cash flows for each year~~ Parent. ~~. . .”:~~

($ in millions)	Fiscal Year Ending December
	2020E			2021E			2022E			2023E
Adjusted EBITDA		40.5			48.5			56.5			66.5
Less: Depreciation & Amortization and Loss on Disposal of Assets		(31.1	)		(34.9	)		(39.7	)		(43.0	)
Operating Income		9.4			13.7			16.8			23.5
Less: Income Taxes		—			—			—			—
After-Tax Operating Income		9.4			13.7			16.8			23.5
Less: Non-Cash Rent Expense		(2.0	)		(2.7	)		(3.1	)		(3.7	)
Less: TRA Payments		(3.2	)		(3.2	)		(4.3	)		(5.5	)
Plus: Depreciation & Amortization and Loss on Disposal of Assets		31.1			34.9			39.7			43.0
Less: Net Capital Expenditures		(30.3	)		(38.5	)		(45.9	)		(50.4	)
Less: Change in Net Working Capital		1.6			3.3			3.5			2.8
Unlevered Free Cash Flow		6.5			7.4			6.7			9.6

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

6Item 5.02. ~~The~~Departure ~~disclosures~~of ~~under~~Directors ~~the~~or ~~heading~~Certain ~~“Premiums~~Officers; ~~Paid~~Election ~~Analysis”~~of onDirectors; ~~page~~Appointment 56 of ~~the~~Certain ~~Definitive~~Officers; ~~Proxy~~Compensatory ~~Statement~~Arrangements ~~shall~~of ~~hereby~~Certain be amended and supplemented by inserting the following table immediately after the sentence in the second paragraph that begins “The overall low to high acquisition premia observed for these transactions were Officers. ~~. . .”:~~

Announcement Date	Acquirer	Target	OfferPrice		Offer Price Premium to
					1 DaySpot			30 DayVWAP			90 DayVWAP
11/11/19	Anheuser-Busch Cos Inc.	Craft Brew Alliance Inc.	$	16.50		126.3	%		110.2	%		74.1	%
11/06/19	ICV Partners	Diversified Restaurant Holding Inc.	$	1.05		123.4	%		6.1	%		20.7	%
10/28/19	LVMH Moet Hennessy LV SE	Tiffany & Co.	$	135.00		37.0	%		25.9	%		42.6	%
08/28/19	Pernod Ricard SA	Castle Brands Inc.	$	1.27		92.2	%		108.2	%		135.2	%
08/08/19	Liberty Tax	Vitamin Shoppe Inc.	$	6.50		43.2	%		15.0	%		36.0	%
06/24/19	L Catterton	Del Frisco’s Restaurant Group	$	8.00		18.9	%		7.1	%		15.8	%
06/05/19	Elliott Advisors Ltd.	Barnes & Noble Inc.	$	6.50		39.8	%		35.4	%		26.7	%
04/16/19	Apollo Global Management LLC	Smart & Final Stores Inc.	$	6.50		18.6	%		25.7	%		10.5	%
04/11/19	MTY Food Group Inc.	Papa Murphy’s Holdings Inc.	$	6.45		31.9	%		1.6	%		3.5	%
02/05/19	Apollo Global Management LLC	Shutterfly Inc.	$	51.00		13.4	%		13.3	%		12.5	%
12/10/18	Tivity Health Inc.	NutriSystem Inc.	$	47.00		37.4	%		14.5	%		25.2	%
09/25/18	ARG Holding Corp.	Sonic Corp.	$	43.50		18.8	%		8.8	%		15.0	%
08/17/18	Cava Group	Zoe’s Kitchen	$	12.75		33.4	%		13.8	%		24.4	%
08/02/18	FOCUS Brands Inc.	Jamba, Inc.	$	13.00		16.3	%		2.4	%		9.2	%
07/26/18	United Natural Foods, Inc.	Supervalu Inc.	$	32.50		67.1	%		15.5	%		41.6	%
06/21/18	Conagra Brands, Inc.	Pinnacle Foods Inc.	$	68.00		5.3	%		5.7	%		12.9	%
02/23/18	General Mills, Inc.	Blue Buffalo Pet Products	$	40.00		17.2	%		7.8	%		14.7	%
02/20/18	Rhone Capital, LLC	Fogo de Chão, Inc.	$	15.75		25.5	%		8.6	%		18.4	%
02/13/18	Durational Capital / The Jordan Company	Bojangles	$	16.10		38.8	%		33.6	%		29.7	%
02/06/18	Feldenkreis Holdings LLC	Perry Ellis International, Inc.	$	27.50		21.6	%		10.9	%		11.4	%
01/29/18	Spice Private Equity AG	Bravo Brio Restaurant Group, Inc.	$	4.05		37.3	%		50.0	%		64.6	%
12/17/17	Hershey Co	Amplify Snack Brands Inc.	$	12.00		71.4	%		89.9	%		87.5	%
12/14/17	Campbell Soup Company	Snyder’s-Lance, Inc.	$	50.00		26.9	%		23.3	%		29.5	%
11/13/17	Arby’s Restaurant Group Inc.	Buffalo Wild Wings Inc.	$	157.00		32.1	%		36.5	%		43.4	%
10/26/17	Utz Quality Foods Inc.	Inventure Foods Inc.	$	4.00		(10.3	%)		(4.8	%)		(1.5	%)
09/19/17	Post Holdings Inc.	Bob Evans Farms Inc.	$	77.00		5.6	%		7.9	%		9.7	%
07/06/17	Liberty Interactive Corp.	HSN Inc.	$	40.36		28.9	%		10.7	%		12.0	%
06/29/17	Monomoy Capital Partners LLC	West Marine Inc.	$	12.97		33.7	%		31.5	%		27.9	%
06/16/17	Amazon.Com Inc.	Whole Foods Market Inc.	$	42.00		27.0	%		5.1	%		15.4	%
05/22/17	HGGC, LLC	Nutraceutical International Corporation	$	41.80		49.3	%		12.8	%		31.5	%
04/06/17	Tyson Foods Inc.	AdvancePierre Foods Hldg Inc.	$	40.25		31.8	%		32.8	%		41.4	%
04/04/17	Sycamore Partners LLC	Staples Inc.	$	10.25		18.4	%		16.1	%		13.5	%
04/03/17	JAB Holdings	Panera Bread Co.	$	315.00		20.3	%		22.4	%		33.5	%
03/13/17	NRD Capital Management	Ruby Tuesday, Inc.	$	2.40		37.1	%		28.3	%		4.8	%
02/21/17	Restaurant Brands Int’l Inc.	Popeyes Louisiana Kitchen Inc.	$	79.00		19.5	%		7.5	%		12.5	%
02/01/17	Reckitt Benckiser Group PLC	Mead Johnson Nutrition Co.	$	90.00		27.7	%		24.1	%		24.3	%
Minimum						(10.3	%)		(4.8	%)		(1.5	%)
Mean						35.6	%		24.0	%		28.6	%
Median						30.3	%		14.8	%		22.5	%
Maximum						126.3	%		110.2	%		135.2	%

Pursuant to the Merger Agreement, at the Effective Time, Christopher K. Reilly, Allan W. Karp, Ira Zecher, A. William Allen III, Joseph J. Kadow and Karin Timpone resigned from their positions as members of the board of directors of the Company. In addition, at the Effective Time, Scott Catlett was appointed as a member of the board of directors of the Company.

7Item 5.03. ~~The~~Amendments ~~disclosures~~to ~~under~~ the ~~heading~~Articles ~~“Employment Agreements Following the Merger” on page 68~~ of ~~the~~Incorporation ~~Definitive~~or ~~Proxy~~Bylaws; ~~Statement~~Change ~~shall~~in ~~hereby~~Fiscal ~~be amended and supplemented as follows:~~Year.

~~“As~~Pursuant ofto the ~~date~~Merger ~~of this proxy statement~~Agreement, ~~Parent~~at ~~has~~the ~~informed~~Effective Time, the ~~Company~~certificate ~~that~~of ~~none~~incorporation of the Company’s ~~executive~~and ~~officers have entered into any agreement, arrangement or understanding with Parent,~~ the ~~Surviving~~bylaws ~~Corporation~~of ~~or their affiliates regarding employment following~~ the ~~Effective Time. It is possible that Parent may enter into employment or consultancy, compensation,~~Company ~~severance~~were oramended ~~other employee or consultant benefits arrangements with the Company’s executive officers~~ and ~~certain~~restated ~~other key employees~~ in ~~the~~their ~~future, but there can be no assurance that any parties will reach any such agreement~~entirety. The ~~final~~Amended ~~bid~~and ~~Parent~~Restated ~~submitted~~Certificate ~~on December 18,~~of ~~2019~~Incorporation ~~stated~~of ~~Parent’s expectation that~~ the Company’s ~~executive~~and ~~officers~~the ~~would~~Amended ~~continue~~and inRestated ~~their~~Bylaws ~~roles~~of ~~with~~ the Company ~~after~~are ~~the~~filed ~~Effective Time,~~ as ~~well~~Exhibits as3.1 ~~Parent’s~~ and ~~expectation that it would finalize retention agreements with the Company’s executive officers prior to completion of any transaction~~3. ~~However~~2, ~~prior~~respectively, to ~~execution~~this ofCurrent ~~the~~Report ~~Merger Agreement~~ on ~~January 5,~~Form ~~2020,~~8-K ~~the Company’s~~ and ~~executive~~are ~~officers~~incorporated ~~did~~herein ~~not~~by ~~have any discussions with Parent regarding employment offers or any terms of their potential employment following the Effective Time~~reference.”

~~Cautionary~~Item ~~Statement~~5.07. ~~Regarding~~Submission ~~Forward-Looking~~of ~~Statements~~Matters to a Vote of Security Holders.

~~Certain~~On ~~statements~~March 18, in2020, ~~this~~the ~~communication~~Company ~~contain~~held ~~“forward-looking~~a ~~statements”~~special ~~within~~meeting ~~the meaning~~ of the ~~federal~~Company’s ~~securities~~stockholders ~~laws, including~~ (the ~~Private~~ ~~Securities Litigation Reform Act of 1995. In some cases, words such as~~ “~~anticipates,”~~Special ~~“expects,~~Meeting”) ~~“intends,”~~at ~~“plans,”~~9:00 “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions may identify such forward-looking statements, although not all forward-looking statements contain these wordsa. ~~Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts~~m. ~~Forward-looking statements are based on current expectations~~, ~~estimates, assumptions, or projections~~Pacific ~~concerning future results or events~~time, ~~including,~~at ~~without~~18700 MacArthur ~~limitation, the projected closing date for the transaction, the anticipated benefits of the transaction, and the future earnings and performance of Parent or any of its businesses~~Blvd. ~~Forward-looking statements are neither predictions nor guarantees of future events~~, ~~circumstances~~Irvine, orCalifornia ~~performance~~92612 ~~and are inherently subject~~ to ~~known~~consider and ~~unknown~~vote ~~risks,~~upon ~~uncertainties~~the ~~and~~following ~~assumptions~~matters: ~~that~~(i) a ~~could~~proposal ~~cause actual results~~ to ~~differ materially~~adopt ~~from those indicated by those statements. We cannot assure you that any of~~ the ~~expectations,~~Merger ~~estimates,~~Agreement ~~or projections expressed herein will be achieved. Numerous factors related to~~ (the ~~transaction~~“Merger ~~could~~Proposal”); ~~cause~~(ii) ~~actual~~a ~~results~~proposal ~~and events~~ to ~~differ~~ ~~materially~~approve, ~~from~~on ~~those~~an ~~expressed or implied by forward~~advisory (non-~~looking statements~~binding) basis, ~~including, without limitation:~~ the ~~risk~~compensation that ~~the proposed transaction~~ may ~~not~~ be ~~completed~~paid ~~in a timely manner~~ or atbecome ~~all;~~payable ~~the failure~~ to ~~satisfy any of~~ the ~~conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the shareholders of the~~ Company;’s ~~the~~named ~~timing~~executive toofficers ~~consummate~~that ~~the~~is ~~proposed~~based ~~transaction;~~on ~~the occurrence of any event, change,~~ or ~~other~~otherwise ~~circumstance~~relates ~~that could give rise~~ to the ~~termination~~Merger ofAgreement ~~the merger agreement between the parties; the effect of the pendency of the proposed transaction on Parent~~ and the ~~Company’s business relationships, operating results and business generally; the risk that the~~ ~~proposed~~transactions transaction may disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the ability to achieve the synergies and value creation contemplated; ~~Parent’s~~by ~~ability to promptly and effectively integrate~~ the ~~Company’s~~Merger ~~businesses;~~Agreement (the ~~risk~~“Compensation ~~that revenues following the transaction may be lower than expected~~Proposal”); ~~the risk that operating costs~~ and ~~business disruption~~ (~~including, without limitation, difficulties in maintaining relationships with employees and suppliers~~iii) a ~~may~~proposal beto ~~greater~~adjourn ~~than expected;~~ the ~~assumption~~Special ofMeeting, ~~unexpected~~if ~~risks~~necessary ~~and~~or ~~liabilities;~~appropriate, ~~the~~to ~~outcome~~solicit ofadditional ~~any~~proxies ~~legal~~if ~~proceedings~~there ~~that~~are ~~have~~insufficient ~~been~~votes ~~or may be instituted related~~ to approve the ~~proposed~~adoption ~~transaction; the diversion~~ of ~~and attention of management of both Parent and~~ the ~~Company on~~Merger ~~transaction-related~~Agreement ~~issues;~~at the ~~success~~time of ~~Parent’s~~the ~~refranchising~~Special ~~strategy;~~Meeting ~~and~~ (the ~~other factors discussed in~~ “~~Risk~~Adjournment ~~Factors~~Proposal” in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2018 and subsequent filings with the SEC made by both Parent and the Company, which are available at http://www).~~sec.gov.~~ Parent and the Company assume no obligation to update the information in the communication, except as otherwise required by law. Accordingly, you should not place undue reliance on these forward-looking statements.

~~Additional~~As ~~Information~~of February 14, 2020, the record date for the Special Meeting, there were an aggregate of 26,116,374 shares of Class A common stock and ~~Where~~Class B common stock outstanding and entitled to ~~Find~~vote Iton all matters. At the Special Meeting, 19,331,617 shares of Class A and Class B common stock eligible to vote were represented in person or by proxy, constituting a quorum. At the Special Meeting the Company’s stockholders approved the Merger Proposal and the Compensation Proposal by the affirmative vote of the number of shares of Company common stock required to approve such proposals. Although sufficient votes were received for the Adjournment Proposal, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or advisable.

InThe ~~connection~~results ~~with~~of the ~~proposed Merger, the~~ Company ~~filed~~stockholder ~~with~~vote ~~the~~taken ~~SEC~~at ~~a Definitive Proxy Statement on Schedule 14A on February 19, 2020 and began mailing~~ the ~~Definitive~~Special ~~Proxy Statement and proxy card on or around February 19~~Meeting, ~~2020.~~by The proxy statement contains important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANYproposal, ~~THE~~were ~~MERGER,~~as ~~AND~~follows: THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING. This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to the Company’s stockholders in connection with the proposed Merger. The proposed Merger will be submitted to Company stockholders for their consideration.

~~Stockholders~~Proposal ~~and~~1 ~~security~~– ~~holders of the Company will be able to obtain the proxy statement, as well as other filings containing information about the Company and the proposed~~ Merger, ~~without~~Proposal charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement can also be obtained, without charge, by contacting the Company’s Investor Relations at HabitIR@habitburger.com or (949) 943-8692, or by going to the Company’s Investor Relations page on its website at http://ir.habitburger.com/investor-overview.

Participants in the Solicitation


For	Against	Abstentions	Broker Non-Votes
19,059,477	258,077	14,063	0

~~The~~Proposal ~~Company~~2 ~~and~~– ~~certain of~~Compensation ~~its~~Proposal directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding the interests of the Company’s directors and executive officers and their ownership of shares of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2018, which was filed with the SEC on March 1, 2019, and in the Company’s proxy statement on Schedule 14A, which was filed with the SEC on April 23, 2019, and the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 19, 2020 in connection with the proposed Merger, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, will be contained other relevant materials to be filed with the SEC in connection with the proposed Merger. Free copies of these documents may be obtained as described in the preceding paragraph.

SIGNATURES


For	Against	Abstentions	Broker Non-Votes
17,245,552	1,960,608	125,457	0

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

The Habit Restaurants, Inc. By: /s/ Ira Fils Ira Fils Chief Financial Officer and Secretary


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of The Habit Restaurants, Inc.

3.2		Amended and Restated Bylaws of The Habit Restaurants, Inc.

~~Date:~~SIGNATURE ~~March 9, 2020~~

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.

THE HABIT RESTAURANTS, INC.

Date: March 18, 2020

/s/ Ira Fils

Chief Financial Officer and Secretary

Filing Compare · Habit Restaurants, Inc.