EAT » Topics » Item 8.01. Other Events.

This excerpt taken from the EAT 8-K filed Dec 22, 2008.

Item 8.01.  Other Events.

 

On December 19, 2008, Brinker International, Inc. (“Registrant”) issued a Press Release announcing that Registrant and Mac Acquisition LLC, an affiliate of San Francisco-based Golden Gate Capital, closed the previously announced transaction for the sale of a majority interest in Romano’s Macaroni Grill.  A copy of this Press Release is attached hereto as Exhibit 99.

 

Section 9 – Financial Statements and Exhibits.

 

This excerpt taken from the EAT 8-K filed Aug 18, 2008.

Item 8.01.  Other Events.

 

On August 18, 2008, Brinker International, Inc. (“Registrant”) issued a press release announcing an agreement with Mac Acquisition LLC, an entity controlled by Golden Gate Capital and affiliates, to sell the principal operating assets of the Romano’s Macaroni Grill division.   These assets include the 190 company-owned Macaroni Grill restaurants and the rights as franchisor of an additional 35 franchised Macaroni Grill restaurants.  The consideration will be $131.5 million, paid in cash at closing and subject to customary closing adjustments.  Registrant will retain 19.9% of the equity of Mac Parent, LLC the entity which will indirectly own Mac Acquisition LLC.  Closing of the transaction is scheduled for late 2008 or early 2009 and is dependent upon the satisfaction of customary closing conditions and regulatory approvals.  A copy of this Press Release is attached hereto as Exhibit 99(a).

 

Section 9 – Financial Statements and Exhibits.

 

This excerpt taken from the EAT 8-K filed Nov 2, 2007.

Item 8.01.  Other Events.

Further, on November 1, 2007, the Registrant announced that it has completed the previously announced transaction with ERJ Dining.  Under the agreement, ERJ Dining acquired 76 company-owned Chili’s Grill & Bar restaurants for approximately $126 million.  In addition, ERJ Dining has entered into a development agreement to develop an additional 49 new franchised Chili’s locations.

Section 9 — Financial Statements and Exhibits.

 

This excerpt taken from the EAT 8-K filed Aug 29, 2007.

Item 8.01.  Other Events.

On August 28, 2007, Brinker International, Inc. (the “Registrant”) announced that Hill Holliday has been selected as the advertising agency of record for Dallas-based Chili’s Grill & Bar®.

SIGNATURE

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.

 

BRINKER INTERNATIONAL, INC.

 

 

 

 

 

 

Date: August 29, 2007

 

By:

    /s/ Douglas H. Brooks

 

 

 

     Douglas H. Brooks, Chairman of the Board

 

 

     President and Chief Executive Officer

 

 

 

 

2



This excerpt taken from the EAT 8-K filed Aug 10, 2007.

Item 8.01  Other Events.

On August 8, 2007, the Registrant further announced that it has begun exploring the potential sale of its Romano’s Macaroni Grill restaurant chain, including 217 domestic company restaurants.  There is no assurance that the process will result in any transaction being consummated at a value deemed acceptable to the Registrant.

This excerpt taken from the EAT 8-K filed Jun 29, 2007.

Item 8.01.  Other Events

On June 27, 2007, the Registrant announced that it has completed the previously announced transaction with Pepper Dining, Inc., an affiliate of Olympus Partners, establishing a new franchise relationship.  Under terms of this purchase agreement, Pepper Dining has purchased 95 Chili’s Grill & Bar restaurants located in the Northeastern and mid-Atlantic regions for approximately $155 million.  In addition, Pepper Dining has entered into a development agreement to construct 14-38 Chili’s restaurants over the next several years.

Section 9 – Financial Statements and Exhibits.

This excerpt taken from the EAT 8-K filed Jun 1, 2007.

Item 8.01.  Other Events.

Also on May 31, 2007, in the Press Release attached as Exhibit 99-1 to this Current Report on Form 8-K, the Board of Directors, announced the increase of the Registrant’s share repurchase authorization by $300.0 million to a total of $2,060.0 million.  Prior to this increase, Registrant had utilized its remaining availability under previous share repurchase authorizations in connection with the April 24, 2007 accelerated share repurchase agreement with Goldman, Sachs & Co.

Further, on May 31, 2007, the Registrant issued a press release, attached as Exhibit 99-2 to this Current Report on Form 8-K, announcing an agreement with ERJ Dining dated May 30, 2007.  Under the agreement, ERJ Dining will acquire 76 company-owned Chili’s Grill & Bar restaurants for an undisclosed sum with plans to develop an additional 49 new franchised Chili’s locations in the Midwest U.S.

Section 9 – Financial Statements and Exhibits.

This excerpt taken from the EAT 8-K filed Apr 27, 2007.

Item 8.01.  Other Events.

On April 23, 2007, the Registrant announced the commencement of a search for a new creative agency and the end of its relationship with GSD&M, an Austin, Texas based creative agency, which had been the long-standing agency for the Chili’s Grill & Bar restaurant brand.  A copy of the press release is attached hereto as Exhibit 99(b).

This excerpt taken from the EAT 8-K filed Jan 4, 2007.

Item 8.01.  Other Events

On January 4, 2007 the Registrant announced an agreement with Pepper Dining, Inc., an affiliate of Olympus Partners. Under the agreement, Pepper Dining will acquire 89 company-owned Chili’s Grill & Bar restaurants for an undisclosed sum with plans to develop an additional 20-44 new franchised Chili’s locations in areas including Massachusetts, New Hampshire, Vermont, Connecticut, Rhode Island, Maine, New York, Virginia, South Carolina, North Carolina and Georgia.

Section 9 — Financial Statements and Exhibits.

This excerpt taken from the EAT 8-K filed Aug 29, 2006.

Item 8.01.  Other Events

On August 25, 2006, the Board of Directors increased the Registrant’s share repurchase authorization by $450.0 million to a total of $1,760.0 million.  The Registrant previously reported that as of June 28, 2006, approximately $119.4 million was available under share repurchase authorizations existing as of that date.

On August 28, 2006, the Registrant issued a press release announcing its intention to repurchase shares of its common stock through a modified “Dutch Auction” tender offer. The tender offer is expected to commence on August 29, 2006. The press release is attached hereto as Exhibit 99.

Section 9 — Financial Statements and Exhibits.

This excerpt taken from the EAT 8-K filed Jun 8, 2006.

Item 8.01.  Other Events

 

Also, the Registrant released its initial estimate of annual earnings per diluted share growth for its fiscal year 2007.  Registrant further announced that it will provide additional annual guidance on such estimate and the related key assumptions only when a material change occurs and will no longer provide quarterly guidance.

 

Section 9 — Financial Statements and Exhibits.

 

This excerpt taken from the EAT 8-K filed Feb 3, 2006.

Item 8.01.  Other Events

 

Also, on February 2, 2006, the Board of Directors increased the Registrant’s share repurchase authorization by $150.0 million to a total of $1,310.0 million.  The Registrant previously reported that as of December 28, 2005, approximately $108.0 million was available under previous share repurchase authorizations.

 

Further, the Board of Directors announced its decision to allow the Registrant’s shareholder rights plan to expire, as scheduled, on February 9, 2006, and adopted the policy regarding any future shareholder rights plan that the Board will only adopt a rights plan if the shareholders of the Registrant approves the adoption of such plan or the Board in exercise of its fiduciary responsibilities, including a majority of the independent members of the Board, determines that under the circumstances existing at the time, it is in the best interests of the shareholders, to adopt a rights plan without delay subject to seeking shareholder ratification within 12 months of the date of adoption.  The Governance and Nominating Committee is charged with annually reviewing the policy and reporting any recommendations to the full Board.

 

Section 9 – Financial Statements and Exhibits.

 

This excerpt taken from the EAT 8-K filed Oct 3, 2005.

Item 8.01.  Other Events

                   On October 3, 2005, the Company issued a Press Release announcing that it entered into an agreement for the sale of its Corner Bakery Cafe restaurant concept to CBC Restaurant Corporation, an affiliate of the private equity firm Bruckmann, Rosser, Sherill, & Co. LLC.  The sale is expected to close by the end of the calendar year.  A copy of the Press Release is attached hereto as Exhibit 99.

This excerpt taken from the EAT 8-K filed Aug 19, 2005.

Item 8.01.  Other Events

         On August 18, 2005, the Board of Directors increased the Company's share repurchase authorization by $150.0 million to a total of $1,160.0 million.  The Company previously reported that as of June 29, 2005, $125.1 million was available under previous share repurchase authorizations.

 

SIGNATURE

        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.

BRINKER INTERNATIONAL, INC.

Date: August 19, 2005

By:  /s/ Douglas H. Brooks                                 

     Douglas H. Brooks, Chairman of the Board

     President and Chief Executive Officer

This excerpt taken from the EAT 8-K filed Aug 17, 2005.

Item 8.01.  Other Events

                  On August 16, 2005, the Company has announced that it entered into an exclusive letter of intent with an undisclosed purchaser for its Corner Bakery restaurant concept.  The letter of intent contemplates a definitive agreement, conditioned upon the prospective purchaser's completion of its due diligence and obtaining financing commitments.

 

SIGNATURE

                  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.

 

BRINKER INTERNATIONAL, INC.

Date: August 16, 2005

By:   /s/ Douglas H. Brooks                               

     Douglas H. Brooks, Chairman of the Board

     President and Chief Executive Officer

This excerpt taken from the EAT 8-K filed Jun 9, 2005.

Item 8.01.  Other Events

                   On June 9, 2005, Mark F. Tormey, Senior Vice President and Maggiano's Little Italy President announced his intention to resign from the Company.  Mr. Tormey will continue to serve as President of the Company's Maggiano's Little Italy restaurant concept until his successor is identified.

Section 9 - Financial Statement and Exhibits.

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