Bravo Brio Restaurant Group, Inc.

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the Section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

listed = True...ate number of shares that will be purchased under the Offer is 3,448,275. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. Our common shares are listed on the NASDAQ Global Select Market under the symbol “BBRG.” On November 10, 2014, the reported closing price of our common shares on the NASDAQ Global Select Market was $12.62 per share. On November 6, 2014, the last full trading day prior to the announcement that we expected to make the Offer, the reported closing price of our common shares on the NASDAQ Global Select Market was...

mechanism = DUTCH...shares? The issuer of the shares, Bravo Brio Restaurant Group, Inc., is offering to purchase the shares. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash our common shares, no par value per share, pursuant to (i) Auction Tenders at prices specified by the tendering shareholders of not less than $12.50 nor greater than $14.50 per share or (ii) Purchase Price Tenders. Shares tendered pursuant t...

mechanism = FIXED...dule TO is hereby amended and supplemented to add the following paragraphs at the end thereof: "The Tender Offer expired at 12:00 midnight, New York City time, at the end of the day of December 10, 2014. The Company accepted for purchase 3,571,431 Shares at a purchase price of $14.00 per Share, for an aggregate cost of $50.0 million, excluding fees and expenses relating to the Tender Offer. These Shares represent approximately 19.1% of the total number of Shares issued and outstanding as of December 16, 2014. The Tender Offer was oversubscribed and, pursuant to the terms of the Tender Offer, Shares properly tendered and not pr...

must_tender_all = True...ly tendered at or below the Purchase Price and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $50 million, we will purchase shares: 11 • First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time; • Second, from all other shareholders (except for shareholders who tendered shares conditionally for which the condition was not satisfied) who validly tender shares at or below the Purchase Price, and do not validly withdraw them prior to the...

price = USD 12.5-14.5...ice Tender. After the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per share (the “Purchase Price”), which will be not less than $12.50 and not more than $14.50 per share, that we will pay for our common shares, no par value per share, validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per share of not less than $12.50 and not m...

price = USD 14.0...e end thereof: "The Tender Offer expired at 12:00 midnight, New York City time, at the end of the day of December 10, 2014. The Company accepted for purchase 3,571,431 Shares at a purchase price of $14.00 per Share, for an aggregate cost of $50.0 million, excluding fees and expenses relating to the Tender Offer. These Shares represent approximately 19.1% of the total number of Shares issued and outstanding as of December 16, 2014....

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-99.12(A)(1)(A) 2 bbrgex-9912a1a_offertopurc.htm EXHIBIT BBRG EX-99.12 (a)(1)(A)_Offer to Purchase BRAVO BRIO RESTAURANT GROUP, INC. Offer to Purchase for Cash Its Common Shares for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $12.50 Per Share Nor Greater Than $14.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY...

txn_type = TENDER_OFFER...Pennsylvania 19104-2802 (215) 994-4000 ________________________________ CALCULATION OF FILING FEE Transaction valuation(1) Amount of filing fee(2) $50,000,000 $5,810 (1) Calculated solely for purposes of determining the filing fee. This amount is based on the offer to purchase up to $50,000,000 in value of common shares, no par value per share, of Bravo Brio Restaurant Group, Inc. at a price not greater than $14.50 per share and not less than $12.50 per share. (2) Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as mod...

accepted = 3571431...y amended and supplemented to add the following paragraphs at the end thereof: "The Tender Offer expired at 12:00 midnight, New York City time, at the end of the day of December 10, 2014. The Company accepted for purchase 3,571,431 Shares at a purchase price of $14.00 per Share, for an aggregate cost of $50.0 million, excluding fees and expenses relating to the Tender Offer. These Shares represent approximately 19.1% of the total number of Shares issued and outstanding as of December 16, 2014. The Tender Offer wa...

final_price = 14.0...ollowing paragraphs at the end thereof: "The Tender Offer expired at 12:00 midnight, New York City time, at the end of the day of December 10, 2014. The Company accepted for purchase 3,571,431 Shares at a purchase price of $14.00 per Share, for an aggregate cost of $50.0 million, excluding fees and expenses relating to the Tender Offer. These Shares represent approximately 19.1% of the total number of Shares issued and outstanding as of December 16, 2014. The Tender Offer was oversubscribed and, pursuant to the te...

oddlot_filled = YES...versubscribed and, pursuant to the terms of the Tender Offer, Shares properly tendered and not properly withdrawn at or below the purchase price of $14.00 per Share were accepted on a pro rata basis, except for tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the Tender Offer. The proration factor for the Tender Offer, after giving effect to the priority for odd lots, is approximately 75.7%.” Item 11. Additional Information. Item...