AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 10.14
This is an Agreement and Plan of Reorganization dated as of _____________, 2010, by Bravo
Development Holdings LLC, a Delaware limited liability company (“BDH”), and Bravo Brio Restaurant
Group, Inc., an Ohio corporation (“BBRG”).
The parties, intending to accomplish reorganizations under section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, agree as follows:
1. BBRG, BDH and the other shareholders of BBRG (such other shareholders, the “Individual
Shareholders”) shall enter into an exchange agreement substantially in the form attached as Exhibit
1 hereto (the “Agreement”), pursuant to which BDH will exchange (the “BDH Exchange”) all of its
assets, which consist solely of shares of BBRG’s Common Stock,
par value $.001 per share, and shares of BBRG’s Series A 14%
Cumulative Compounding Preferred Stock, par value $.001 per share,
for new Common Shares, no par value per share, of BBRG
(the “BDH Shares”). Other than as set forth in the Agreement, BBRG shall assume no liabilities of
BDH in connection with the BDH Exchange.
2. In addition, pursuant to the Agreement, the Individual Shareholders will exchange all of
their shares of BBRG’s Common Stock,
par value $.001 per share, and shares of BBRG’s Series A 14%
Cumulative Compounding Preferred Stock, par value $.001 per share,
for new Common Shares, no par value per share, of BBRG (the
“Recapitalization”).
3. Immediately following the effectiveness of xxx XXX Xxxxxxxx, XXX will distribute the BDH
Shares to its members as a liquidating distribution (the “Distribution”).
4. BDH will, after the BDH Exchange and Distribution, take all additional steps necessary to
wind up and dissolve (the “Dissolution”) under the laws of Delaware on or before June 30, 2011. If
the Dissolution cannot be completed prior to December 31, 2010, BDH may make an “entity
classification election” and as a result be deemed to liquidate for U.S. federal income tax
purposes prior to the date on which the Dissolution is complete.
5. As a result of the transactions contemplated in paragraphs 1, 3 and 4 above (the “BDH
Reorganization”), BBRG will receive all of the assets of BDH. The effect of the transactions will
be to transfer all assets of BDH to BBRG in exchange for the BDH Shares, followed by the
distribution of the BDH Shares in liquidation of BDH.
This Agreement and Plan of Reorganization is adopted as a plan of reorganization for purposes
of section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation
Section 1.368-2(g), with respect to each of the BDH Reorganization and the Recapitalization.
BRAVO BRIO RESTAURANT GROUP, INC. |
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BRAVO DEVELOPMENT HOLDINGS, LLC |
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