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: ~~April 10~~May 23, 2019 ~~(Date of earliest event reported)~~

(Date of earliest event reported)

LOGO

Papa Murphy’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36432	27-2349094
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
8000 NE Parkway Drive, Suite 350 Vancouver, WA		98662
(Address of principal executive offices)		(Zip Code)

8000 NE Parkway Drive, Suite 350 Vancouver, WA		98662
(Address of principal executive offices)		(Zip Code)

(360) 260-7272

(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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	FRSH	NASDAQ Global Select Market

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 ~~1.01~~Note ~~Entry into a Material Definitive Agreement~~

As previously disclosed on April 11, 2019 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), the Company is party to an Agreement and Plan of Merger, dated as of April 10, 2019 (the “Merger Agreement”), by and among the Company, MTY Franchising USA, Inc. (“Parent”) and MTY Columbia Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the acquisition of the Company by Parent in an all-cash transaction, consisting of a tender offer (the “Offer”) for all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company by Merger Sub, followed by a subsequent merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of MTY Food Group Inc. (“MTY”).

OnItem ~~April 10, 2019, Papa Murphy’s Holdings, Inc~~1. ~~(the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTY Franchising USA, Inc~~02. ~~(“Parent”)~~Termination ~~and MTY Columbia Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary~~ of ~~Parent, providing for the acquisition of the Company by Parent in an all-cash transaction, consisting of~~ a ~~tender~~Material ~~offer~~Definitive (the “Offer”) for all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), followed by a subsequent merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Agreement

~~The~~On ~~Company’s~~May 23, ~~Board~~2019, ofin ~~Directors~~connection (with the ~~“Board”)~~closing ~~has~~of ~~determined that~~ the transactions contemplated by the Merger Agreement, ~~including~~ the ~~Offer~~ Company prepaid its indebtedness under and terminated its Credit Agreement (the ~~Merger~~“Credit Facility”), ~~are~~dated ~~fair~~as of August 28, 2014 (as amended, restated, supplemented or otherwise modified from time to time), ~~advisable~~by and inamong PMI Holdings, Inc., the ~~best~~Credit ~~interests~~Parties of(as ~~the~~defined therein), ~~Company~~Wells ~~and~~Fargo ~~its~~Bank, ~~stockholders~~National Association, ~~has~~as ~~approved~~Administrative Agent for the ~~Merger~~lenders ~~Agreement~~(as ~~and~~successor ~~the~~to ~~transactions~~Antares ~~contemplated~~Capital byLP ~~the~~(as ~~Merger~~successor ~~Agreement~~to General Electric Capital Corporation)), and ~~has~~the ~~recommended~~lenders ~~that~~party ~~the~~thereto. ~~stockholders~~In ofconnection with the termination, the Company ~~accept~~repaid all of the ~~Offer~~outstanding obligations in respect of principal, interest and ~~tender~~fees ~~their~~under ~~shares~~the ofCredit ~~Common~~Facility. ~~Stock~~No prepayment premium or early termination penalties were incurred by the Company in connection with the ~~Offer~~termination of the Credit Facility.

The ~~Merger~~Credit ~~Agreement~~Facility ~~provides~~consisted ~~that~~of ~~Parent~~a ~~will~~$112.0 ~~cause~~million ~~Merger~~term ~~Sub~~loan, toof which approximately $77.7 million was outstanding as of May 23, 2019, ~~commence~~and a $7.5 million revolving credit facility, asof ~~promptly~~which none was drawn as ~~practicable~~of May 23, ~~but~~2019. inThe noCredit ~~event~~Facility ~~later~~was ~~than~~scheduled 10to ~~business~~mature ~~days~~in ~~after~~August 2020. The obligations under the ~~initial~~Credit ~~public~~Facility ~~announcement~~were ofguaranteed ~~the~~by ~~execution~~certain domestic subsidiaries of the Company (the ~~Merger~~“subsidiary ~~Agreement,~~guarantors”) ~~the~~and ~~Offer~~were ~~for~~secured by substantially all assets of the Company’s ~~outstanding~~and ~~shares~~the ofsubsidiary ~~Common~~guarantors. ~~Stock~~The atobligations ~~a purchase~~of ~~price~~the ofsubsidiary ~~$6.45~~guarantors ~~per~~and ~~share~~all insecurity ~~cash~~interests ~~(the~~were ~~“Offer~~terminated ~~Price”),~~and ~~without~~released ~~interest,~~in connection ~~and~~with ~~subject~~the totermination ~~any~~of ~~required~~the ~~withholding~~Credit ~~taxes~~Facility.

~~Subject~~Item ~~to the terms and conditions of the Merger Agreement, the Offer will initially remain open for 20 business days from the date of commencement of the Offer~~2.01. ~~If,~~Completion ~~at the scheduled expiration time~~ of ~~the~~Acquisition ~~Offer, any of the conditions to the Offer have not been satisfied~~ or ~~waived,~~Disposition ~~then Merger Sub will extend the Offer for one or more consecutive periods~~ of at least 5 business days to permit the satisfaction of all Offer conditions, except that if the sole remaining unsatisfied Offer condition is the Minimum Condition (as defined below), Merger Sub will not be required to extend the Offer for more than one 5 business day period, but may elect to do so in its sole discretion. In any event, Merger Sub will not be required to extend the Offer to a date later than August 8, 2019. Assets

~~The~~Pursuant ~~obligation of Merger Sub~~ to ~~purchase shares of Common Stock tendered in~~ the ~~Offer~~Merger ~~is subject to customary closing conditions~~Agreement, ~~including~~on ~~(1)~~April ~~shares~~25, of2019, ~~Common~~Merger ~~Stock~~Sub ~~having~~commenced ~~been~~the ~~validly~~Offer ~~tendered (and not validly withdrawn) prior~~ to ~~the~~acquire ~~expiration~~all of the ~~Offer~~outstanding ~~that represent, together with the~~ shares of Common Stock ~~then owned by Merger Sub, at least a~~ ~~majority~~(“Shares”) offor ~~the~~$6.45 ~~then~~per ~~outstanding~~Share ~~shares of Common Stock~~ (the “~~Minimum~~Offer ~~Condition~~Price”), ~~(2)~~net to the ~~absence~~seller ofin ~~any law~~cash, ~~injunction,~~without ~~judgment~~interest ~~or other legal restraint that prohibits, or any instituted~~ and ~~pending~~subject ~~legal~~to ~~proceeding by~~ any ~~governmental authority~~required ~~challenging~~withholding ~~or seeking to make illegal, delay materially or otherwise enjoin or prohibit, the consummation~~ of ~~the~~taxes ~~Offer or~~ (the “Merger, (3Consideration”) ~~the~~, ~~expiration~~upon ~~or early termination of~~ the ~~waiting~~terms ~~period~~and ~~applicable~~subject to the ~~Offer and the~~conditions ~~Merger~~set ~~under~~forth in the ~~Hart-Scott-Rodino~~Offer ~~Antitrust~~to ~~Improvements~~Purchase, ~~Act~~dated ~~of 1976~~April 25, 2019 (as amended, ~~and the absence of any voluntary agreement with the Federal Trade Commission~~ or ~~the Department of Justice by the Company not to complete the Merger for any period of time that has not yet passed~~supplemented), ~~(4) the accuracy of the Company’s representations~~ and ~~warranties contained in~~ the ~~Merger~~related ~~Agreement~~Letter ~~(generally~~of ~~subject~~Transmittal. to

The Offer and ~~qualifications~~withdrawal asrights toexpired ~~materiality~~one minute following 11:59 p.m. (12:00 midnight), Eastern Time, on Wednesday, May 22, 2019 (5the “Expiration Time”). ~~the~~American ~~Company’s~~Stock ~~performance~~Transfer & ofTrust Co., LLC, in its ~~obligations~~capacity ~~under~~as the ~~Merger~~depositary ~~Agreement~~and paying inagent ~~all~~for ~~material~~the ~~respects,~~Offer (6) the ~~absence,~~“Depositary ~~since~~and ~~the~~Paying ~~date~~Agent”), ofhas ~~the~~advised Parent and Merger ~~Agreement~~ Sub that, as of ~~any~~the ~~effect,~~Expiration ~~change~~Time, ~~event~~a ortotal ~~occurrence~~of ~~that~~15,201,906 Shares ~~individually~~(excluding orShares inwith ~~the~~respect ~~aggregate,~~to ~~has~~which notices of guaranteed delivery were delivered but which Shares were not yet delivered) had orbeen ~~would~~validly ~~reasonably~~tendered beand ~~expected~~not withdrawn pursuant to ~~have~~the aOffer, ~~material~~representing ~~adverse~~approximately ~~effect~~89.2% onof the ~~Company~~outstanding orShares. ~~its~~The ~~ability~~Depositary toand ~~consummate~~Paying ~~the~~Agent also advised Parent and Merger Sub that, ~~and~~as ~~(7)~~ of the ~~Merger Agreement~~Expiration ~~not~~Time, ~~having~~it ~~been~~received ~~terminated~~Notices inof ~~accordance~~Guaranteed Delivery with ~~its~~respect ~~terms~~to 159,903 additional Shares, representing approximately 0.9% of the outstanding Shares.

~~Following~~All ~~the~~conditions ~~consummation~~to of the Offer, ~~and~~having ~~subject~~been tosatisfied, ~~the~~on ~~satisfaction~~May 23, ~~or waiver of certain conditions set forth in the Merger Agreement~~2019, ~~the~~ Merger ~~will~~Sub beaccepted ~~effected pursuant to the procedure provided~~ for ~~by Section 251~~payment (h)such time of ~~the~~acceptance ~~General~~for ~~Corporation~~payment, ~~Law of~~ the ~~State of Delaware (~~“~~DGCL~~Acceptance Time”), ~~without~~all asuch ~~meeting~~Shares orvalidly ~~vote~~tendered ~~of the~~and ~~Company’s~~not ~~stockholders.~~properly ~~The~~withdrawn ~~Merger~~pursuant ~~will~~to bethe ~~effected~~Offer ason ~~soon~~or asprior ~~practicable~~to ~~following~~ the ~~acceptance~~Expiration ofTime, ~~shares~~and ~~representing~~payment atfor ~~least~~such ~~the~~Shares ~~Minimum~~will ~~Condition~~be ~~validly~~made ~~tendered~~by the Depositary and ~~not~~Paying ~~validly~~Agent ~~withdrawn~~in ~~pursuant~~accordance towith the ~~Offer~~terms (of the “Offer ~~Acceptance Time”)~~.

AtOn ~~the~~May 23, ~~effective~~2019, ~~time~~pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the ~~“Effective~~General ~~Time~~Corporation Law of the State of Delaware (the “DGCL”), ~~each~~Merger ~~share~~Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of ~~Common~~Parent. ~~Stock~~At ~~issued~~the ~~and~~effective ~~outstanding immediately~~time ~~before~~of the Merger (the “Effective Time”), each outstanding Share (other than shares ~~(1) owned~~held byin the treasury of the Company asand ~~treasury~~any ~~stock,~~shares ~~(2)~~ owned by Merger Sub, ~~including~~or ~~any shares~~ irrevocably accepted for purchase by Merger Sub in the Offer orand ~~(3) owned~~shares held by any Papa Murphy’s stockholder who ishas ~~entitled~~validly toexercised ~~demand~~its ~~and properly demands the~~ appraisal ofrights ~~such~~under ~~shares in accordance with, and in compliance in all respects with,~~ the DGCL) ~~will~~was becanceled ~~automatically cancelled~~ and converted automatically into the right to receive ~~the~~an ~~Offer~~amount ~~Price (the~~in ~~“Merger~~cash ~~Consideration”),~~equal ~~without interest and subject~~ to ~~any~~the ~~required~~Merger ~~withholding taxes~~Consideration.

In addition, at the Effective Time, (1) each outstanding Company stock option, whether or not then exercisable or vested, ~~will~~was be canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the excess, if any, of the Merger Consideration over the per share exercise price applicable to such Company stock option, multiplied by the total number of shares subject to such Company stock option, (2) each outstanding award of time-based restricted stock units and each earned award of performance-based restricted stock units ~~will be~~ vested as of immediately before the Effective Time and ~~will~~was be canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the Merger Consideration, multiplied by the number of shares of Common Stock subject to such award, and (3) each outstanding unearned award of performance-based restricted stock units ~~will be~~ vested at the target level for such award as of immediately before the Effective Time and ~~will~~was be canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the Merger Consideration, multiplied by the number of shares of Common Stock subject to such award.

The ~~Merger~~aggregate ~~Agreement~~consideration ~~contains~~paid ~~representations,~~in ~~warranties~~the Offer and ~~covenants of~~ the ~~parties~~ ~~customary~~Merger ~~for~~was aapproximately ~~transaction of this nature~~$190 million, ~~including~~excluding anrelated ~~agreement~~transaction ~~that~~fees ~~the parties will use reasonable best efforts to cause the Offer~~ and ~~the Merger to be consummated~~expenses. The aggregate ~~Company~~consideration, ~~has~~repayments ~~also~~of ~~agreed~~the ~~(1) to~~Credit ~~operate~~Facility ~~its~~and ~~business~~related infees ~~the ordinary~~and ~~course~~expenses ~~consistent~~were funded with ~~past~~cash ~~practice~~on inhand ~~all~~and ~~material~~available ~~respects,~~borrowings ~~(2) to~~under ~~certain~~Parent’s ~~other~~credit ~~restrictions~~facility ~~on its operations,~~ (as ~~set forth~~ more fully indescribed ~~the Merger Agreement and (3) not to solicit other proposals to acquire the Company or to participate~~ in ~~discussions or provide information in connection with other proposals to acquire~~ the ~~Company,~~Offer ~~subject~~ to ~~certain exceptions to permit the Board to comply with its fiduciary obligations~~Purchase).

~~Prior~~The toforegoing ~~the~~summary ~~Offer~~description ~~Acceptance~~of ~~Time,~~ the ~~Board may (1) terminate the~~ Merger Agreement toand ~~enter~~related ~~into~~transactions andoes ~~agreement~~not ~~with~~purport ~~respect~~ to abe ~~Superior~~complete ~~Proposal~~and ~~(as defined~~is qualified in ~~the Merger Agreement), or (2) change~~ its ~~recommendation~~entirety ~~that~~by reference ~~the~~to ~~Company’s stockholders accept~~ the ~~Offer~~terms ~~and~~of ~~tender their Shares in~~ the ~~Offer in connection with an Intervening Event (as defined in the~~ Merger Agreement), inwhich ~~each case~~was ~~subject~~filed toas ~~compliance~~Exhibit ~~with~~2.1 ~~notice~~to ~~and other specified conditions, including giving Parent~~ the ~~opportunity~~Current toReport ~~propose~~on ~~revisions~~Form to8-K ~~the~~filed ~~terms~~by of the ~~Merger~~Company ~~Agreement,~~with ~~and in~~ the ~~case~~SEC ofon ~~termination~~April 11, ~~upon~~2019 ~~payment~~and ofis ~~the~~incorporated ~~termination~~by ~~fee~~reference ~~discussed~~into ~~below~~this Item 2.01.

~~The~~Item ~~Merger Agreement contains certain termination rights for the Company and Parent~~3.01. ~~Upon~~Notice ~~termination~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~under~~to ~~specified circumstances,~~Satisfy ~~the~~a ~~Company~~Continued ~~will~~Listing beRule ~~required~~or toStandard; ~~pay~~Transfer ~~Parent a termination fee~~ of ~~approximately $5.7 million.~~ Listing

~~The~~In ~~representations,~~connection ~~warranties~~with ~~and~~the ~~covenants~~consummation of the ~~Company contained in the~~ Merger ~~Agreement have been made solely for the benefit of Parent and Merger Sub. In addition~~, ~~such~~on ~~representations~~May 23, ~~warranties and covenants (1) have been made only for purposes of the Merger Agreement~~2019, ~~(2) have been qualified by (a) matters specifically disclosed in certain reports filed by~~ the Company ~~with~~notified the ~~Securities~~Nasdaq ~~and~~Global ~~Exchange~~Select ~~Commission~~Market (~~the~~ “~~SEC~~Nasdaq”) ~~prior~~of to the consummation ~~date~~ of the Merger ~~Agreement (subject to certain exceptions)~~ and ~~(b) confidential~~requested ~~disclosures~~that ~~made~~Nasdaq tofile ~~Parent~~with ~~and Merger Sub in~~ the ~~disclosure~~SEC ~~schedule~~a ~~delivered~~notification inon ~~connection~~Form ~~with~~25 ~~the Merger Agreement, (3) are subject~~ to ~~various~~delist ~~materiality~~and ~~qualifications~~deregister ~~contained in~~ the ~~Merger~~Shares ~~Agreement, which may differ from what may be viewed as material by investors,~~ under Section 12(4b) ~~were~~ ~~made only as~~ of the ~~date~~Securities ofExchange ~~the~~Act ~~Merger~~of ~~Agreement~~1934, ~~or such other date~~ as isamended ~~specified in~~ (the “Exchange ~~Merger Agreement and (5~~Act”) ~~have~~. ~~been~~Trading ~~included in the Merger Agreement for the purpose~~ of ~~allocating risk between~~ the ~~contracting~~Shares ~~parties rather~~on ~~than~~Nasdaq ~~establishing~~was ~~matters~~halted asprior ~~fact. Accordingly, the Merger Agreement is included with this filing only~~ to ~~provide investors with information regarding~~ the ~~terms~~opening of ~~the~~trading ~~Merger~~on ~~Agreement~~May 23, 2019 and ~~not~~suspended tofollowing ~~provide investors with any other factual information regarding~~ the ~~Company~~closing orof ~~its~~trading ~~business.~~on ~~In addition~~May 23, ~~any~~2019. ~~such~~Nasdaq ~~confidential~~filed ~~disclosures contain information that modifies, qualifies and creates exceptions to~~ the ~~representations~~Form ~~and~~25 ~~warranties~~with ~~set forth in~~ the ~~Merger~~SEC ~~Agreement. Investors should not rely~~ on ~~the representations~~May 23, 2019. ~~warranties~~The ~~and~~Company ~~covenants~~intends orto ~~any~~file ~~descriptions~~with ~~thereof as characterizations of~~ the ~~actual~~SEC ~~state~~a ofForm ~~facts~~15 orunder ~~condition of~~ the ~~Company~~Exchange orAct ~~any~~requesting ~~of its subsidiaries or affiliates. Moreover, information concerning~~ the ~~subject~~ ~~matter~~deregistration of the ~~representations~~Shares and ~~warranties may change after~~ the ~~date~~suspension of the ~~Merger Agreement, which subsequent information may or may not be fully reflected in the~~ Company’s ~~public~~reporting ~~disclosures.~~obligations ~~The~~under ~~Merger~~Section 13 Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Company’s filings with the SEC, including its Annual Reports on Form 10-K and ~~Quarterly~~15(d) ~~Reports~~of ~~on Form 10-Q, as well as~~ the ~~tender~~Exchange ~~offer statement, solicitation/recommendation statement and other Offer documents that will be filed by Parent, Merger Sub and the Company, as applicable~~Act.

IfItem ~~the~~3.03. ~~Merger~~Material isModification ~~consummated,~~to ~~the~~Rights ~~Company’s Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act~~ of ~~1934,~~Security ~~as amended (the “Exchange Act”).~~ Holders

The ~~foregoing~~information ~~description~~set offorth ~~the~~in ~~Merger Agreement~~Item ~~and~~2.01, ~~the~~Item ~~transactions~~5.01 ~~contemplated thereby does not purport to be complete~~ and isItem ~~subject~~5.03 ~~to,~~of ~~and~~this ~~qualified~~Current inReport ~~its~~on ~~entirety~~Form ~~by,~~8-K ~~the full text of the Merger Agreement, which~~ is ~~attached hereto as Exhibit 2.1 and~~ incorporated ~~herein~~ by reference into this Item 3.03.

~~Guarantee~~Item 5.01. Change in Control of Registrant

~~Concurrently~~The ~~with~~information ~~the execution~~set offorth ~~the~~in ~~Merger~~Item ~~Agreement~~2.01, ~~MTY~~Item ~~Food Group Inc~~5.02 ~~(“MTY”), the ultimate parent company of Parent~~ and ~~Merger~~Item ~~Sub,~~5.03 ~~executed a guarantee (the “Guarantee”) in favor~~ of ~~the~~this ~~Company,~~Current ~~pursuant~~Report toon ~~which,~~Form ~~among~~8-K ~~other~~is ~~things,~~incorporated MTY has guaranteed all obligations of Parent and Merger Sub under the Merger Agreement, subject to maximum aggregate liability under the Guarantee in an amount equal to the sum of the aggregate Merger Consideration, aggregate amounts payable with respect to Company Equity Awards (as defined in the Merger Agreement), the Payoff Amount (as defined in the Merger Agreement), and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by ~~the Company in connection with the~~ ~~enforcement~~reference ofinto ~~its~~this ~~specific~~Item ~~performance rights under the Merger Agreement~~5.01.

~~The~~As ~~foregoing~~a ~~description~~result of the ~~Guarantee~~completion ~~does~~of ~~not~~the ~~purport~~Offer, toa bechange ~~complete~~of ~~and is~~control ~~subject~~of ~~to,~~the ~~and~~Company ~~qualified~~occurred inat ~~its~~the ~~entirety~~Acceptance ~~by,~~Time. Upon the consummation ~~full text~~ of the ~~Guarantee~~Merger, ~~which~~the isCompany ~~attached~~became ~~hereto~~a aswholly ~~Exhibit~~owned ~~10.1~~subsidiary ~~and~~of ~~incorporated herein by reference~~Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors; Election of Directors

In connection with the consummation of the Merger, each of Alexander C. Matina, L. David Mounts, Benjamin Hochberg, Jean M. Birch, John Shafer, Katherine L. Scherping, Noah A. Elbogen, Rob Weisberg, Yoo Jin Kim and Weldon Spangler resigned as directors of the Board of Directors of the Company (the “Board”) and from the board of directors of any subsidiary of the Company and from all committees thereof on which such directors served, effective as of the Effective Time. On May 23, 2019, pursuant to the Merger Agreement in connection with the consummation of the Merger, the directors of Merger Sub became the directors of the Company. The new members of the Company’s Board are Eric Lefebvre, Renee St-Onge and Jeff Smit. In addition to the directors of Merger Sub as previously disclosed in the Offer to Purchase dated April 25, 2019, Parent has re-appointed the Company’s Chief Executive Officer, Weldon Spangler, and appointed the Company’s Chief Financial Officer, Nik Rupp to the Board, effective as of the Effective Time.

In addition to the current officers of the Company, which did not change following the completion of the Merger, the Company’s directors appointed Eric Lefebvre (age 42) as Vice President and Renée St-Onge (age 39) as Assistant Secretary.

Information regarding the new directors and officers has been previously disclosed on Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO on April 25, 2019.

Other than as set forth above, the Company is not aware of any arrangements or understandings between the foregoing persons, on the one hand, and any other person, on the other hand, pursuant to which they were selected to their new positions with the Company. Other than as set forth above, the Company is not aware of any transaction in which the foregoing persons have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events

~~Tender~~On May 23, 2019, the Company and ~~Support~~MTY issued a press release announcing the closing of the transactions contemplated by the Merger Agreement. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

In connection with the Offer and Merger, and concurrently with the execution of the Merger Agreement, Parent and Merger Sub entered into a Tender and Support Agreement (the “Support Agreement”) with certain stockholders of the Company, as well as each of the Company’s directors and executive officers (each, a “Supporting Stockholder”). Pursuant to the Support Agreement, the Supporting Stockholders have agreed to tender shares of Common Stock held by them in the Offer and to otherwise support the transactions contemplated by the Merger Agreement. The Supporting Stockholders beneficially owned, as of April 10, 2019, 8,868,933 shares of Common Stock (including shares deemed to be beneficially owned in accordance with Rule 13d-3 under the Exchange Act), which represent approximately 52% of the outstanding shares of Common Stock as of April 10, 2019.

The Support Agreement terminates upon the occurrence of certain circumstances, including in the event that the Merger Agreement is terminated in accordance with its terms.

The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, a form of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On April 11, 2019, the Company and MTY issued a joint press release announcing the entry into the Merger Agreement, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Important Information

The tender offer for the outstanding Common Stock of the Company referred to in this document has not yet commenced. This document is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Company’s Common Stock. The solicitation and the offer to purchase shares of the Company’s Common Stock will only be made pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.

Stockholders of the Company are advised to read the Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement on Schedule 14D-9, as each may be amended or supplemented from time to time, and any other relevant documents filed with the SEC when they become available, before making any decision with respect to the Offer because these documents will contain important information about the proposed transactions and the parties thereto.

Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov or by visiting the Company’s Investor Relations website at http://investors.papamurphys.com or by contacting the Company’s Investor Relations Department by phone at (877) 747-7272 or by e-mail at papamurphys-ir@icrinc.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result, actual future

results and trends may differ materially from what is forecast in forward-looking statements. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the Offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the possibility that any or all of the various conditions to the consummation of the Offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the possibility that prior to the completion of the proposed transaction, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, franchisees, suppliers and others with whom it does business, and its operating results and business generally; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the Schedule TO, Schedule 14D-9 and other Offer documents that will be filed by Parent, Merger Sub and the Company, as applicable. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this report:

EXHIBITNUMBER		DESCRIPTION OF EXHIBIT
EXHIBIT NUMBER		DESCRIPTION OF EXHIBIT
2.1		Agreement and Plan of Merger, dated as of April 10, 2019, by and among MTY Franchising USA, Inc., MTY Columbia Merger Sub, Inc. and Papa Murphy’s Holdings, Inc.* (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Papa Murphy’s Holdings, Inc. on April 11, 2019).
10.1		Guarantee, dated as of April 10, 2019, by MTY Food Group Inc. in favor of Papa Murphy’s Holdings, Inc.
3.1		Amended and Restated Certificate of Incorporation of Papa Murphy’s Holdings, Inc.
99.1		Form of Tender and Support Agreement, dated as of April 10, 2019, by and among MTY Franchising USA, Inc., MTY Columbia Merger Sub, Inc. and each of the Persons set forth on Schedule A thereto
3.2		Amended and Restated Bylaws of Papa Murphy’s Holdings, Inc.
99.2		Joint press release issued by MTY Food Group Inc. and Papa Murphy’s Holdings, Inc., dated April 11, 2019
99.1		Joint press release issued by MTY Food Group Inc. and Papa Murphy’s Holdings, Inc., dated May 23, 2019.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission 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.


PAPA MURPHY’S HOLDINGS, INC.

By:		/s/ Nik Rupp
		Name: Nik Rupp
		Title: Chief Financial Officer

Date: ~~April 11~~May 23, 2019

Filing Compare · Papa Murphy's Holdings, Inc.