Amended Statement of Ownership: Solicitation (sc 14d9/a)
March 02 2017 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Popeyes Louisiana Kitchen, Inc.
(Name of Subject Company)
Popeyes
Louisiana Kitchen, Inc.
(Name of Person Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
732872106
(CUSIP Number
of Class of Securities)
Harold M. Cohen
General Counsel, Chief Administrative Officer and Corporate Secretary
Popeyes Louisiana Kitchen, Inc.
400 Perimeter Center Terrace, Suite 1000
Atlanta, Georgia 30346
(404) 459-4450
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
William C. Smith, III
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4600
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Purpose of Amendment.
This Amendment No. 1 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Popeyes Louisiana
Kitchen, Inc., a Minnesota corporation (Popeyes), filed with the United States Securities and Exchange Commission (the SEC) on February 27, 2017 ( the Schedule 14D-9). The Schedule 14D-9 relates to the tender
offer by Orange, Inc., a Minnesota corporation (Purchaser) and an indirect subsidiary of Restaurant Brands International Inc., a corporation existing under the laws of Canada (Parent), for any and all outstanding shares of
common stock, $0.01 par value per share (the Shares), of Popeyes, at a price of $79.00 per Share, in cash and without interest, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 27, 2017 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as amended or supplemented from time to time, which, together with the Offer to
Purchase, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Parent and Purchaser with the SEC on February 27, 2017.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the
items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 8.
Additional Information
.
Item 8 of the 14D-9 is hereby amended and supplemented by:
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Adding the following paragraph before the heading entitled Top-Up on page 40 of the Schedule 14D-9:
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CEO to Step Down
Effective upon completion of the Merger, Ms. Bachelder will step down from her role as Chief Executive Officer of the Company.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Popeyes Louisiana Kitchen, Inc.
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By:
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/s/ Harold M. Cohen
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Name:
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Harold M. Cohen
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Title:
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General Counsel, Chief Administrative Officer and Corporate Secretary
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Dated: March 2, 2017
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