UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d)~~

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 1028, 2019

BOJANGLES’, INC.

(Exact Name of Issuer as Specified in Charter)

Delaware

001-37374

45-2988924

(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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

On January 1028, 2019, ~~Bojangles’, Inc.~~ (the “~~Company”~~Closing ~~or “Bojangles’~~Date”), ~~held~~Walker aMerger ~~special~~Sub, ~~meeting of~~Inc. ~~its stockholders~~ (~~the~~ “~~Special~~Merger ~~Meeting~~Sub”), toa Delaware ~~vote~~corporation onand ~~the~~wholly-owned ~~proposals~~subsidiary ~~described~~of inWalker ~~the~~Parent, ~~Company’s~~Inc. ~~definitive proxy statement~~ (~~the~~ “~~Proxy Statement~~Parent”), ~~filed~~a ~~with~~Delaware ~~the~~corporation, ~~U.S.~~merged ~~Securities~~with and ~~Exchange~~into ~~Commission~~Bojangles’, Inc. (the “~~SEC~~Company”) ~~on December 10~~, ~~2018~~a ~~and~~Delaware ~~supplemented~~corporation, bywith ~~additional~~the ~~materials~~Company continuing ~~filed~~as ~~with~~ the ~~SEC~~surviving oncorporation ~~December 13~~(the “Merger”), ~~2018~~pursuant ~~and~~to ~~December 31,~~the ~~2018.~~previously Asannounced ~~disclosed~~Agreement inand ~~the~~Plan ~~Proxy~~of ~~Statement~~Merger, dated as of ~~the close of business on December~~November 65, 2018, (the ~~record~~“Merger ~~date~~Agreement”), ~~for~~by ~~the~~and ~~Special~~among ~~Meeting,~~the ~~there were 37~~Company,~~548,674~~ ~~shares of Bojangles’ common stock outstanding~~ Parent and ~~entitled~~Merger ~~to vote at the Special Meeting~~Sub. AAs ~~total~~a ofresult ~~33,716,503 shares~~ of ~~Bojangles’~~the ~~common stock~~Merger, ~~representing approximately 89.8% of~~ the ~~shares~~Company ~~outstanding~~became ~~and entitled to vote and constituting~~ a ~~quorum,~~wholly-owned ~~were~~subsidiary ~~represented~~of ~~in person or by valid proxies at the Special Meeting~~Parent. ~~The~~Parent ~~final~~and ~~voting~~Merger ~~results~~Sub ~~for~~are ~~each~~affiliates of ~~the~~investment ~~proposals~~funds ~~submitted~~affiliated towith aDurational ~~vote~~Capital ~~of stockholders~~Management atLP ~~the~~(“Durational”) ~~Special~~and ~~Meeting~~The Jordan ~~are~~Company, asL.P. ~~follows:~~(“TJC”).

~~Proposal~~Item 1~~: Bojangles’ stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of November 5, 2018 (the “Merger Agreement”), by and among Walker Parent, Inc~~.,02 aTermination ~~Delaware corporation (“Parent”), Walker Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary~~ of ~~Parent (“Merger Sub”), and Bojangles’, pursuant to which Merger Sub will merge with and into Bojangles’, and Bojangles’ will continue as the surviving company and~~ a ~~wholly-owned~~Material ~~subsidiary of~~Definitive ~~Parent~~Agreement. ~~Proposal 1 was approved by the votes set forth in the table below:~~

For		Against		Abstained
33,354,517		117,037		244,949

The information set forth in the Introductory Note is incorporated by reference into this Item 1.02.

~~Proposal 2:~~ In connection with the ~~Special~~completion ~~Meeting,~~of ~~Bojangles’~~the ~~also~~Merger ~~solicited~~(as ~~proxies~~described ~~with~~further ~~respect to~~under aItem ~~proposal~~2.01), tothat ~~approve~~certain ~~one~~Credit orAgreement ~~more~~(the “Credit ~~adjournments~~Agreement”), ofdated ~~the~~as ~~Special~~of ~~Meeting~~October 9, if2012, ~~necessary~~by orand ~~appropriate~~among Bojangles’ Restaurants, toInc., ~~solicit~~the ~~additional~~Company, ~~proxies~~Bojangles’ ifInternational, ~~there~~LLC, ~~are~~BJ ~~insufficient~~Georgia, ~~votes~~LLC, atBJ ~~the~~Restaurant ~~time~~Development, ofLLC, the ~~Special~~lenders ~~Meeting~~party tothereto, ~~approve~~and Bank ~~the~~of ~~proposal~~America, toN.A., ~~adopt~~as ~~the~~administrative ~~Merger Agreement.~~agent ~~Because~~(as ~~there~~amended, ~~were~~supplemented ~~sufficient~~or ~~votes~~otherwise ~~represented~~modified atfrom ~~the~~ time ofto ~~the~~time), ~~Special~~was ~~Meeting~~terminated, toand ~~approve~~all ~~the~~existing ~~proposal~~third-party todebt ~~adopt~~for ~~the~~borrowed ~~Merger~~money ~~Agreement,~~of the ~~proposal~~Company toand ~~approve~~its ~~one~~subsidiaries or(and ~~more~~all ~~adjournments~~ of the ~~Special~~commitments, liens ~~Meeting~~and ~~was~~guaranties ~~moot~~with ~~and~~respect ~~was~~thereto) ~~not presented~~under ~~for~~the ~~approval~~Credit byAgreement ~~the~~were ~~Bojangles’~~repaid, ~~stockholders~~redeemed, atdefeased, ~~the~~discharged, ~~Special~~refinanced ~~Meeting~~and terminated, effective as of January 28, 2019.

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

OnThe ~~January 10,~~information ~~2019,~~set ~~the~~forth ~~Company~~under ~~issued a press release. A copy of~~ the ~~press~~Introductory ~~release~~Note is ~~attached~~incorporated ~~hereto~~by asreference ~~Exhibit~~into ~~99.1~~this ~~and~~Item ~~incorporated herein by reference~~2.01.

~~Forward~~At the effective time of the Merger (the “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 the Common Stock, if any, (i) held in treasury by the Company or owned by any direct or indirect wholly-~~Looking~~owned ~~Statements~~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 properly demanded in writing appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware) was cancelled and automatically converted into the right to receive $16.10 in cash, without interest and subject to withholding tax (the “Merger Consideration”), subject to the terms and conditions set forth in the Merger Agreement.

~~This communication~~At ~~may~~the ~~contain~~Effective ~~“forward-looking~~Time, ~~statements”~~each ~~within~~option of the ~~meaning~~Company ofto purchase shares granted under the ~~U.S.~~Company ~~federal~~stock ~~securities~~plan ~~laws.~~or ~~Such~~otherwise ~~statements~~that was ~~include~~outstanding ~~statements~~and ~~concerning~~unexercised ~~anticipated~~at ~~future~~the ~~events~~Effective Time became fully vested, exercisable, cancelled and ~~expectations~~converted ~~that~~into ~~are~~the ~~not~~right ~~historical~~to ~~facts.~~receive ~~All statements~~a ~~other~~cash ~~than~~payment ~~statements~~equal to the product of (i) the amount by which the Merger Consideration exceeded the

~~historical~~applicable ~~fact~~exercise ~~are~~price ~~statements~~per ~~that~~share 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~~stock oroption 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 conditions to the consummation of the merger under the Merger Agreement may not be satisfied, and (cii) the ~~significant~~aggregate ~~limitations~~number ~~on remedies contained in the Merger Agreement may limit or entirely prevent Bojangles’ from specifically enforcing obligations~~ of ~~Parent~~shares ~~under~~issuable ~~the~~upon ~~Merger Agreement~~exercise ~~or recovering damages for any breach by Parent; (2) the effects that any termination~~ of ~~the~~such ~~Merger~~stock ~~Agreement~~option. ~~may~~Each ~~have on Bojangles’ or its business, including the risks that (a) Bojangles’~~ stock ~~price~~option ~~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,~~Company ~~including~~that ~~the~~had ~~possible~~an ~~imposition~~exercise ofprice aper ~~12-month~~share 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~~Common ~~merger~~Stock ~~may have on Bojangles’ and its business, including the risks~~ that aswas aequal ~~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~~greater ~~key~~than 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~~Consideration ~~places~~was oncancelled ~~Bojangles’~~as ~~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~~Effective ~~and~~Time ~~instituted~~without ~~against Bojangles’~~payment 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~~consideration.

In addition, at the Effective Time, each restricted stock unit of the Company granted under the Company stock plan or otherwise that was outstanding as of immediately prior to the Effective Time became 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 aggregate consideration used by Parent to consummate the Merger (including the funds required to pay for all equity securities of the Company in connection with the Merger) was approximately $635 million, which amount was funded through a combination of borrowings under certain credit facilities obtained by Durational and TJC, new equity contributed by funds managed by Durational, funds managed by TJC, an affiliate of GIC Special Investments Pte. Ltd., and cash on hand of the Company.

The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2018, and is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.

In connection with the completion of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on January 28, 2019 that each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01. Nasdaq halted trading of the Common Stock prior to the opening of Nasdaq on January 28, 2019 and filed a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to remove the Common Stock from listing on Nasdaq and to deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.

In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.

Directors

In connection with the completion of the Merger, at the Effective Time, each of the Company’s directors immediately prior to the Effective Time (Steven J. Collins, John E. Currie, Christopher J. Doubrava, Tommy L. Haddock, Robert F. Hull, Jr., Starlette B. Johnson, James R. Kibler, William A. Kussell, Mark A. Rowan, and Steven M. Tadler) ceased to be directors of the Company. These departures were in connection with the Merger and not due to any disagreement with the Company on any matter. As of the Effective Time, Matthew Bradshaw, Eric Sobotka, Patrick Khayat, Ian Arons, Jeffrey Miller, Christopher Ondrula, Daphne Tong and José Armario became the directors of the Company.

Officers

In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the officers of the Company immediately prior to the Effective Time remained as officers of the Company; however, in connection with the completion of the Merger, (i) at the Effective Time, James R. Kibler retired as the Company’s Interim President and Interim Chief Executive Officer (as a result of the Merger and not due to any disagreement with the Company on any matter) and (ii) immediately following the Effective Time, the Company’s Board of Directors appointed (A) José Armario as Chief Executive Officer and President (in addition to his role as Director), (B) Brian Unger as Chief Operating Officer and (C) Keith Vigness as Vice President of Finance.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.

At the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On January 28, 2019, the Company issued a press release announcing the completion of the Merger. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated January 10, 2019.
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. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on November 9, 2018).
3.1		Amended and Restated Certificate of Incorporation of Bojangles’, Inc.
3.2		Amended and Restated Bylaws of Bojangles’, Inc.
99.1		Press Release, dated January 28, 2019.

4* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the SEC upon request.

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.	~~Bojangles’, Inc.~~
Date: January 10, 2019		By:	/s/ Laura Roberts
Date: January 28, 2019	By:	/s/ Laura Roberts
			Laura Roberts Vice President, General Counsel, Secretary and Compliance Officer
		Laura Roberts
		Vice President, General Counsel, Secretaryand Compliance Officer

Filing Compare · Bojangles', Inc.