This Amendment No. 3 (Amendment No. 3) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by BBQ Holdings, Inc. (the Company) with the Securities and Exchange Commission on August 24, 2022 (as amended, modified, and supplemented from time to
time, and including the documents annexed thereto or incorporated therein the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Grill Merger Sub, Inc., a Minnesota corporation and wholly owned
subsidiary of MTY Franchising USA, Inc., a Tennessee corporation, to purchase all of the issued and outstanding shares of the Companys common stock, par value $0.01 per share (Shares), at a purchase price equal to $17.25 per
Share, net to the seller in cash, without interest and less any applicable taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 24, 2022, and in the related Letter of
Transmittal, in each case, as may be amended, modified, or supplemented from time to time.
Except as otherwise set forth below, the information set forth
in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 14D-9.
Explanatory Note:
As described
in Item 8 of the Schedule 14D-9 under the heading Litigation Related to the Transactions, and as previously disclosed on August 29, 2022, and September 6, 2022, several purported shareholders have filed lawsuits
challenging, among other things, the adequacy of the disclosures made in the Schedule 14D-9 in connection with the Offer and related transactions. The Company and the other defendants in these lawsuits vigorously deny that they have committed any
violation of law or engaged in any of the wrongful acts that were or could have been alleged in the lawsuits, and expressly maintain that they complied with all applicable laws, rules and regulations. The Company and the other defendants in these
lawsuits deny that any further disclosure is required to supplement the Schedule 14D-9 under any applicable law, rule, or regulation. However, solely to avoid the cost and distraction of litigation in connection with these lawsuits, the Company is
providing certain additional disclosures that are supplemental to those contained in the Schedule 14D-9. None of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any
disclosure that the plaintiffs contend should have been made, or any violation of any federal or state law. Nothing in this document shall be deemed an admission of the legal necessity for, or materiality under any applicable laws of, any of the
additional disclosures set forth herein. This supplemental information should be read in conjunction with the Schedule 14D-9, which we urge you to read in its entirety. For clarity, new text within the restated paragraphs from the Schedule 14D-9
(other than tables and related footnotes) is highlighted with bold, underline text, and deleted text within restated paragraphs from the Schedule 14D-9 is highlighted with strikethrough text.
Item 3. Past Contacts, Transactions, Negotiations, and Agreements.
Item 3 of the Schedule 14D-9 under the heading Past Contacts, Transactions, Negotiations, and ArrangementsArrangements between the Company
and Parent and Merger Sub is hereby amended and supplemented by deleting the first paragraph under the heading Confidentiality Agreement, which appears on page 6 of the Schedule 14D-9 and inserting in lieu thereof the
following text:
The Company and Parent entered into a confidentiality agreement, dated as of May 31, 2022 (the
Confidentiality Agreement), without a standstill provision or a dont ask, dont waive provision. As a condition to being furnished with Evaluation Material (as defined in the
Confidentiality Agreement), Parent agreed that such Evaluation Material will be treated confidentially by it and its directors, officers, employees, debt financing sources, agents, and/or advisors (including, without limitation, attorneys,
accountants, and financial advisors) and will be used solely for the purpose of evaluating a possible negotiated transaction involving the Company. The Confidentiality Agreement contains an employee non-solicit for a period of two years (subject to
certain exceptions). The Confidentiality Agreement expires two years after the date of the Confidentiality Agreement.
Item 3 of the Schedule
14D-9 under the heading Past Contacts, Transactions, Negotiations, and ArrangementsArrangements between the Company and its Executive Officers, Directors, and Affiliates is hereby amended and supplemented by deleting the
first paragraph under this heading, which appears on page 7 of the Schedule 14D-9 and inserting in lieu thereof the following text:
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