Page 7 of 10 – SEC Filing
| CUSIP No. 119848109 | SCHEDULE 13D | Page 6 of 9 |
This amendment No. 15 to Schedule 13D (this Amendment No. 15), amends
and supplements the Schedule 13D filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 15, collectively, the Schedule 13D) with respect to the Common Stock,
no par value (the Shares), of Buffalo Wild Wings, Inc., a Minnesota corporation (the Issuer). Capitalized terms not defined in this Amendment No. 15 shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is
relevant.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplementally amended as
follows:
On November 27, 2017, Arbys Restaurant Group, Inc. (Parent), IB Merger Sub I Corporation, a wholly-owned
subsidiary of Parent (Merger Sub), and the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub has agreed to merge with and into the Issuer with the Issuer continuing as
the surviving corporation, upon the terms and conditions set forth therein (the Merger). Under the terms of the Merger Agreement, upon consummation of the Merger, each Share will be converted into the right to receive $157 per Share in
cash.
On November 27, 2017, as a condition to Parents willingness to enter into the Merger Agreement, Marcato, Marcato
International and Marcato Special Opportunities Fund (collectively, the Marcato Parties) entered into a voting agreement (the Voting Agreement) with Parent.
Pursuant to the terms of the Voting Agreement, the Marcato Parties agreed to vote the Shares they beneficially own in favor of adoption and
approval of the Merger Agreement and the terms thereof, the Merger and each of the other transactions contemplated thereby and any other action reasonably requested by Parent in furtherance thereof. The Marcato Parties also agreed to vote against
(i) the approval of any alternative takeover proposal or the adoption of any agreement relating to any alternative takeover proposal and (ii) any amendment of the Issuers articles of incorporation or the Issuers by-laws or any other action, agreement, proposal or transaction involving the Issuer or any of its subsidiaries which amendment or other action, agreement, proposal or transaction would, or would reasonably be
expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement or of any Marcato Party contained in the Voting Agreement or would, or would reasonably
be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement.
During the term of the Voting Agreement, each Marcato Party is subject to certain restrictions, as described in the Voting Agreement,
including restrictions on their or their representatives ability to (a) solicit, initiate, knowingly facilitate or knowingly encourage the submission or announcement of any inquiries, proposals or offers that constitute or would
reasonably be expected to lead to any alternative takeover proposal, (b) engage in any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an alternative
takeover proposal, (c) otherwise knowingly cooperate with or assist or participate in, or knowingly facilitate, any such inquiries, proposals, offers, discussions or negotiations or (d) resolve or agree to do any of the foregoing.
The Voting Agreement further provides that each Marcato Party is entering into the Voting Agreement solely in such Marcato Partys
capacity as the record holder or beneficial owner of such Marcato Partys Shares and nothing in the Voting Agreement shall limit or restrict such Marcato Party or any affiliate thereof from taking any action in such Marcato Partys or
affiliates capacity as a director or officer of the Issuer or otherwise affect any action or decision by such Marcato Party or affiliate thereof in such Marcato Partys or affiliates capacity as a director or officer of the Issuer.
The Voting Agreement will terminate upon the earliest to occur of (a) the consummation of the Merger, (b) the termination or
amendment (in a manner adverse to the stockholders of the Issuer) of the Merger Agreement in accordance with its terms and (c) the termination of the Voting Agreement by the mutual written agreement of the parties thereto.
