This Amendment No. 3 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO (as amended and together with any subsequent amendments, modifications and supplements thereto, the Schedule TO), filed with the Securities and Exchange Commission on August 24, 2022, by Grill Merger
Sub, Inc. (Purchaser), a Minnesota corporation and a wholly owned subsidiary of MTY Franchising USA, Inc. (MTY), a Tennessee corporation and a wholly owned subsidiary of MTY Food Group Inc. (Parent). The Schedule
TO relates to the tender offer by Purchaser for any and all of the outstanding shares of common stock, par value $0.01 per share (Shares), of BBQ Holdings, Inc. (BBQ Holdings), at a price of $17.25 per Share, without
interest, net to the seller in cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 24, 2022, a copy of which is attached as Exhibit (a)(1)(A), and
in the related letter of transmittal (the Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended, modified or
supplemented from time to time, constitutes the Offer).
This Amendment is being filed, in part, for the purpose of disclosing
the following matters:
(a) On September 2, 2022, Jeffrey Crivello vested in certain equity awards including 61,667 Restricted Stock Units
(the RSUs), entitling Mr. Crivello to be issued 61,667 shares of the Companys Common Stock, which shares upon issuance to Mr. Crivello would be subject to a restriction on transfer pursuant to the Tender and Support Agreement, by
and among MTY, Purchaser and each shareholder party thereto (the Support Agreement), thereby preventing Mr. Crivello from electing to have a portion of such shares withheld by the Company to cover any Tax withholdings associated with the
vesting of such RSUs. As memorialized by a written consent and waiver (Consent and Waiver) in favor of Mr. Crivello, Purchaser and MTY consented to, and waived any applicable restrictions under the Support Agreement with respect to, Mr.
Crivello forfeiting 24,790 shares of Common Stock otherwise issuable to Mr. Crivello in connection with the vesting of the RSUs in order to facilitate a net settlement of the RSUs in satisfaction of Mr. Crivellos applicable withholding
obligations to the Company as a result of the vesting of equity awards on September 2, 2022.
The information set forth in the Offer to
Purchase, including Schedule I thereto, is incorporated by reference to the extent stated herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or
in the Schedule TO.
Amendments to the Offer to Purchase
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO (and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information
contained in the Offer to Purchase) and the disclosure under the Summary Term Sheet of the Offer to Purchase are hereby amended and supplemented by:
Replacing the first paragraph under the question Have any shareholders already agreed to tender their Shares in the Offer?
with the following paragraph:
Yes. We have entered into a Tender and Support Agreement (the Support Agreement) with
certain BBQ Holdings shareholders (the Supporting Shareholders), subject to that certain Consent and Waiver, dated September 13, 2022, by MTY and Purchaser, pursuant to which the Supporting Shareholders have agreed, among other things,
to tender all of their Shares in the Offer and take certain other actions in furtherance of the Merger. The Shares subject to the Support Agreement represent approximately 36.65% of the outstanding Shares as of August 8, 2022; provided, in the event
of an Adverse Recommendation Change (as defined in the Support Agreement) by the BBQ Holdings Board, the Supporting Shareholders have agreed to tender or to cause to be tendered in the Offer, a number of Shares held by them representing, in the
aggregate, 32.97% of the outstanding Shares as of the date of the Support Agreement.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO (and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information
contained in the Offer to Purchase) and the disclosure under Section 11 The Merger Agreement; Other Agreements of the Offer to Purchase are hereby amended and supplemented by:
Replacing the first paragraph under the heading Support Agreement with the following paragraph:
On August 8, 2022, we entered into a Tender and Support Agreement (the Support Agreement) with certain BBQ Holdings
shareholders (the Supporting Shareholders), subject to that certain Consent and Waiver, dated September 13, 2022, by MTY and Purchaser, pursuant to which the Supporting Shareholders have agreed, among other things, to tender all of
their Shares in the Offer and take certain other actions in furtherance of the Merger. The Shares subject to the Support Agreement represent approximately 36.65% of the outstanding Shares as of August 8, 2022; provided, in the event of an Adverse
Recommendation Change (as defined in the Support Agreement) by the BBQ Holdings Board, the Supporting Shareholders have agreed to tender or to cause to be tendered in the Offer, a number of Shares held by them representing, in the aggregate, 32.97%
of the outstanding Shares as of the date of the Support Agreement.