DFRG Del Friscos Restaurant Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

DEL FRISCO’S RESTAURANT GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

DEL FRISCO’S RESTAURANT GROUP, INC.

2900 Ranch Trail

Irving, TX 75063

August 6, 2019

Dear Del Frisco’s Restaurant Group Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Del Frisco’s Restaurant Group, Inc. (“Del Frisco’s” or the “Company”) to be held on Wednesday, September 4, 2019, at the Del Frisco’s Double Eagle located at 2323 Olive St., Dallas, Texas 75201, at 9:00 a.m. Central time.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated June 23, 2019 (the “Merger Agreement”), by and among Del Frisco’s, Harlan Parent, Inc. (“Parent”), and Harlan Merger Sub, Inc., (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Parent and Merger Sub are entities that are affiliated with L Catterton Management Limited (“ L Catterton”). L  Catterton is a consumer-focused private equity firm with over $15 billion of equity capital across six fund strategies in 17 offices globally. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Del Frisco’s, with Del Frisco’s continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $8.00 in cash, without interest thereon and net of any applicable withholding of taxes, for each share of common stock (“common stock”) that you own (unless you have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and have properly exercised your statutory rights of appraisal in respect of such shares of common stock under Delaware law), which represents a premium of approximately: (1) 22% to the closing price of Del Frisco’s common stock on December 19, 2018, the last trading day prior to the Company’s announcement of a strategic alternatives process, and (2) 21% to the 30-day volume weighted average price ending on June 21, 2019.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interests of, the Company and its stockholders; (ii) declared it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) agreed that the Merger, upon the terms, and subject to the conditions, contained in the Merger Agreement, is authorized and approved in accordance with the requirements of the General Corporation Law of the State of Delaware (the “DGCL”); and

(v) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL. The Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares through a bank, broker or other nominee and want to vote in person at the Special Meeting, you must obtain a “legal proxy.”

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Del Frisco’s common stock.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated August 6, 2019 and, together with the enclosed form of proxy card, is first being mailed on or about August 6, 2019.

DEL FRISCO’S RESTAURANT GROUP, INC.

2900 Ranch Trail

Irving, TX 75063

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the adjournment proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “ AGAINST ” the proposal to adopt the Merger Agreement.

Under specified circumstances, Del Frisco’s will be required to pay Parent a termination fee of $9.595 million upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend

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the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “ FOR ” the adoption of the Merger Agreement; (2) “ FOR ,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

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FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement, and any documents to which Del Frisco’s refers to in this proxy statement, are forward-looking statements, including, without limitation, the statements made concerning the pending acquisition of the Company by Parent made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (1) the information contained under this

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caption; and (2) the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on Wednesday, September 4, 2019 at the Del Frisco’s Double Eagle located at 2323 Olive St., Dallas, Texas 75201, at 9:00 a.m. Central time.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; (2) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (3) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 2900 Ranch Trail, Irving, Texas 75063, during regular business hours for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were 33,490,983 shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. As of the Record Date, 16,745,492 shares of common stock constitute a majority of the outstanding shares of common stock. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter (provided a quorum is present) is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “ AGAINST ” the proposal to adopt the Merger Agreement and “ AGAINST ” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “ AGAINST ” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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Each “broker non-vote” will also count as a vote “ AGAINST ” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

Shares Held by Del Frisco’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 441,515 shares of common stock, representing approximately 1.3% of the shares of common stock outstanding as of the Record Date (and approximately 6.1% of the shares of common stock outstanding when taking into account Company Options, Company RSUs and Company PSUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (1) “ FOR ” adoption of the Merger Agreement; (2) “ FOR ,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “ FOR ” adoption of the Merger Agreement; (2) “ FOR ,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and

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vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “ AGAINST ” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

After careful consideration, the Board of Directors, upon the unanimous recommendation of the Committee (as defined under the caption, “The Merger—Background of the Merger”), and after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interests of, the Company and its stockholders, (ii) declared it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) agreed that the Merger, upon the terms, and subject to the conditions, contained in the Merger Agreement, is authorized and approved in accordance with the requirements of the DGCL; and (v) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL.

Accordingly, the Board of Directors unanimously recommends that you vote: (1) “ FOR ” the adoption of the Merger Agreement; (2) “ FOR ,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “ FOR ” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Del Frisco’s. We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of

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approximately $25,000 plus expenses. We will also indemnify Innisfree against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated by the fourth quarter of 2019.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid on the amount determined to be fair value (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (1) submit a written demand for appraisal to Del Frisco’s before the vote is taken on the adoption of the Merger Agreement; (2) not submit a proxy, or otherwise vote, in favor of the proposal to adopt the Merger Agreement; (3) continue to hold your shares of common stock of record through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

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Delisting and Deregistration of Del Frisco’s Common Stock

If the Merger is completed, the shares of Del Frisco’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Del Frisco’s common stock will no longer be publicly traded.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Del Frisco’s Restaurant Group, Inc.

2900 Ranch Trail

Irving, Texas 75063

(469) 913-1845

Del Frisco’s Restaurant Group, Inc. develops, owns and operates four contemporary and complementary restaurants: Del Frisco’s Double Eagle Steakhouse (“Double Eagle”), Barcelona (“Barcelona”), bartaco (“bartaco”), and Del Frisco’s Grille (“Grille”), with 78 restaurants across 17 states and Washington, D.C. The Company’s common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “DFRG.”

Harlan Parent, Inc.

c/o L Catterton

599 W Putnam Avenue

Greenwich, Connecticut 06830

(203) 629-4901

Parent was formed on June 20, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

Harlan Merger Sub, Inc.

c/o L Catterton

599 W Putnam Avenue

Greenwich, Connecticut 06830

(203) 629-4901

Merger Sub is a wholly owned direct subsidiary of Parent and was formed on June 20, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and any debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with L Catterton VIII, L.P. (“Catterton VIII”) and L Catterton VIII Offshore, L.P. (“Catterton VIII Offshore,” and together with Catterton VIII, the “Catterton Funds”), and Parent, Merger Sub and the Catterton Funds are each affiliated with L Catterton Management Limited (“ L Catterton”). L Catterton is a consumer-focused private equity firm with over $15 billion of equity capital across six fund strategies in 17 offices globally.

In connection with the transactions contemplated by the Merger Agreement, the Catterton Funds have provided Parent with an equity commitment, in the aggregate, of $555 million in cash (the “Equity Commitment”). The Equity Commitment will be available to fund a portion of the amounts required to be funded by Parent to pay the aggregate purchase price and all fees and expenses required to be paid at the Closing of the Merger, as contemplated by, and subject to the terms and conditions of, the Merger Agreement and the Equity Commitment Letter (as defined below). For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Del Frisco’s, with Del Frisco’s continuing as the Surviving Corporation. As a result of the Merger, Del Frisco’s will become a wholly owned direct subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Del Frisco’s if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

Merger Consideration

At the Effective Time, each share of common stock (other than Excluded Shares, which include, for example, shares of common stock owned by stockholders who have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration, without interest thereon and net of any applicable withholding of taxes.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own (without interest and net of any applicable withholding of taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

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Background of the Merger Agreement; Reasons for Recommendation

Background of the Merger

The Board of Directors, together with the Company’s management and the assistance of the Company’s advisors, periodically reviews and considers various strategic and other opportunities available to the Company, potential operational changes and other ways to enhance stockholder value, including in light of the Company’s performance, competitive dynamics, macroeconomic developments and industry trends. These reviews have, from time to time, included discussions as to whether the continued execution of the Company’s strategy as a stand-alone company (including possible operational and capital structure changes) or the possible sale of all or a part of the Company to, or combination of the Company with, a third party offered a better avenue to enhance stockholder value, and the potential benefits and risks of any such alternative or initiative. As part of this periodic review, from time to time, during the two years prior to the contacts and process that resulted in the Company’s entry into the Merger Agreement described below, the Company’s management considered potential strategic alternatives available to the Company and engaged in business development or strategic discussions with other participants in the restaurant industry. None of these prior discussions progressed beyond preliminary phases, other than in connection with the previously disclosed acquisition of Barcelona and bartaco in June 2018, the previously disclosed sale of Sullivan’s Steakhouse in September 2018, and as described below.

On November 30, 2018, the Board of Directors held a regularly scheduled meeting with representatives of Kirkland & Ellis LLP (“Kirkland”), the Company’s outside legal advisor, in attendance. In response to the Company’s recent stock price performance and certain rumors about accumulations of large stakes in the Company, the Board of Directors and representatives of Kirkland discussed preparedness, including a review of an “on the shelf” stockholder rights plan, thereby positioning the Board of Directors to deploy a stockholder rights plan promptly if such deployment became reasonable and appropriate.

On December 5, 2018, The Wall Street Journal published an article stating that Engaged Capital had acquired nearly 10% of the outstanding shares of the Company’s common stock. On the same day, Glenn W. Welling, the founding partner, principal, and chief investment officer of Engaged Capital, left a voicemail for Mr. Abdallah asking to discuss Engaged Capital’s perspectives on the Company.

Later that day, the Board of Directors held a telephonic meeting attended by representatives of Innisfree and Kirkland to discuss potential responses to Mr. Welling’s outreach to Mr. Abdallah. Representatives of Innisfree reviewed for the Board of Directors the unusual and increased trading activity in the shares of the Company’s common stock. With the assistance of Kirkland, the Board of Directors reviewed the terms of the short-term stockholder rights plan previously discussed at the meeting held on November 30, 2018, and following additional discussion, unanimously approved the adoption of the short-term stockholder rights plan to protect the best interests of the Company’s stockholders and reduce the likelihood that any person or group would gain control of the Company through open market accumulation without appropriately compensating the Company’s stockholders for such control. Following the meeting, the Company issued a press release announcing its adoption of the short-term stockholder rights plan, and Ian Carter, Chairman of the Board of Directors, called Mr. Welling to discuss the short-term stockholder rights plan and Engaged Capital’s perspectives on the Company. From the date of this press announcement until December 20, 2018, no third party expression of interest was received by the Company.

On December 6, 2018, Mr. Welling delivered a letter to the Board of Directors urging the Company to, among other things, appoint new members to the Board of Directors, hire financial advisors to evaluate strategic alternatives, and form a transaction committee to assist the Board of Directors in its evaluation of such alternatives. Engaged Capital also filed a Scheduled 13D with the SEC reporting a 9.99% ownership stake in the Company and disclosing its letter to the Board of Directors. Later that day, the Company issued a press release reaffirming that it would maintain an open and active dialogue with its stockholders, including Engaged Capital.

Over the following two weeks, Mr. Welling, Mr. Carter, and Mr. Abdallah held various meetings, phone calls and exchanged correspondence regarding Engaged Capital’s perspectives on the Company.

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On December 20, 2018, the Board of Directors held a telephonic meeting attended by members of the Company’s management and representatives of ICR, Inc. (“ICR”), the Company’s public relations consultant, Kirkland and Piper Jaffray. In response to meaningful challenges and headwinds that the Company faced, including, among other things, difficulties enhancing stockholder value (as reflected by the Company’s trading price), uncertainties with the Company’s future competitive prospects and execution risks associated with achieving the Company’s performance goals, the Board of Directors discussed its desire to evaluate a broad range of potential strategic alternatives that might be available to the Company, with the objective of maximizing stockholder value. Piper Jaffray was invited to participate in the meeting and share information regarding its qualifications in assisting with such a strategic alternatives review process. Piper Jaffray presented to the Board of Directors an overview of investors’ concerns with the Company’s business and led a preliminary in-depth analysis of various strategic alternatives that were available to the Company, which included a potential sale of the Company or its individual dining concepts. As part of such discussion on a potential sale of the Company, Piper Jaffray disclosed to the Board of Directors its material investment banking relationships over the last two years with certain interested parties that Piper Jaffray believed may participate in the event the Company moved forward with a bidder marketing process, with the assistance of Piper Jaffray, to evaluate the sale of the Company and/or its individual dining concepts (the “sale process”). At the meeting, Kirkland reviewed with the Board of Directors its fiduciary duties under Delaware law, summarized certain considerations for the Board of Directors when undertaking an evaluation of strategic alternatives, including a potential sale of the Company, and noted to the Board of Directors that the existence of public and/or private pressure from an activist shareholder, such as Engaged Capital, does not create any obligation on the Board of Directors to evaluate strategic alternatives or sell the Company or any of its dining concepts. Representatives of ICR, Piper Jaffray, and Kirkland, then reviewed and discussed with the Board of Directors a potential communications plan, including a proposed press release to consider issuing, should the Board of Directors decide to explore strategic alternatives and publicly announce such determination.

Following the departure of ICR and Piper Jaffray from the meeting, Mr. Abdallah reviewed with the Board of Directors the terms of a potential engagement letter with Piper Jaffray to assist with the strategic alternatives review process and Kirkland reviewed with the Board of Directors the potential benefits of forming a strategic alternatives review committee consisting of independent directors. After extensive discussion, the Board of Directors unanimously authorized the exploration of strategic alternatives, the related communication plan discussed at the meeting, and the formation of a Strategic Alternatives Review Committee of the Board of Directors (the “Committee”) to assist with, among other things, identifying, exploring and evaluating possible strategic alternatives of the Company, monitoring any potential conflicts of interest that may arise, reporting to the Board of Directors on developments throughout such process, and negotiating any transaction related to any strategic alternatives, and to make a recommendation to the Board of Directors with respect to pursuing any such strategic alternatives. Based on their independence and respective skills and experience, the Board of Directors appointed David Barr and Pauline Brown to serve on the Committee. In addition, based on, among other things, its reputation, experience and familiarity with the Company’s business and industry, the Board of Directors unanimously authorized the engagement of Piper Jaffray as financial advisor to assist the Board of Directors and the Committee with reviewing strategic alternatives.

Later that day, the Company issued a press release announcing that the Board of Directors had commenced a comprehensive review of strategic alternatives and, in consultation with its financial and legal advisors, has formed the Committee to assist with its review and consideration of a full range of options focused on maximizing stockholder value, including a possible sale of the Company or its individual dining concepts. Following such announcement, the Company received inbound inquiries from 20 parties expressing their interest in participating in a sale process, 17 of whom the Committee, with the assistance of Piper Jaffray, viewed as credible and would be subsequently invited to participate in the sale process in January 2019.

On December 21, 2018, in response to the Company’s announcement, Mr. Welling sent an e-mail to Mr. Carter requesting that Joseph Reece and one other individual (“Candidate A”) be appointed to the Board of Directors and the Committee.

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On December 24, 2018, the Board of Directors held a telephonic meeting with representatives of Piper Jaffray and Kirkland in attendance. The Board of Directors discussed, among other things, the preparation of next steps in the strategic alternatives review process with Piper Jaffray and concluded that, to the extent the Board of Directors considered a sale of the Company or its individual dining concepts as part of its review of strategic alternatives, it would be advisable for the Company, with the assistance of Piper Jaffray, to commence the preparation of sale process materials and a timeline for meeting with interested parties. Neither the Board of Directors nor the Committee had made any final determination regarding which strategic alternative to proceed with, and over the following months until the signing of the Merger Agreement on June 23, 2019, a broad range of strategic alternatives were considered.

From early January 2019 until early February 2019, Mr. Abdallah and Mr. Carter engaged in multiple discussions with Mr. Welling, primarily focused on the terms of a potential cooperation agreement between the Company and Engaged Capital and the potential appointment of Mr. Reece, Candidate A, and, after Candidate A concluded that Candidate A had a conflict of interest that prohibited Candidate A from serving on the Board of Directors, another individual (“Candidate B”) to the Board of Directors.

On January 23, 2019, the Committee held a telephonic meeting with representatives of Kirkland and Piper Jaffray in attendance. Representatives of Piper Jaffray reviewed in detail with the Committee a suggested list of 87 parties that Piper Jaffray believed, based on its professional judgement and experience, would be potentially interested in participating in a sale process with the Company, including as a result of such parties’ prior investments in the restaurant industry, ownership of existing dining concepts that are similar to the Company’s dining concepts, prior expressions of interest in the Company’s dining concepts, and likelihood and ability to complete a transaction with the Company. The Committee requested that four additional parties be added to the interested parties list and directed Piper Jaffray to commence an initial outreach to all interested parties, arrange introductory meetings with such parties as deemed advisable, and authorized Piper Jaffray to work with the Company’s management to prepare Company Projections (for more information, see “The Merger—Company Projections—Preliminary Company Projections (March 2019)”) and other materials that would be provided to such interested parties and aid in their evaluation of the Company and its dining concepts. At the meeting, Kirkland also reviewed with the Committee the material terms of a proposed form confidentiality agreement that would be provided to interested parties as part of the sale process, which contained customary standstill provisions and prohibited all participants from (i) requesting a waiver of the standstill provisions but expressly permitting such counterparty to submit confidential proposals to the Company for consideration by the Board of Directors, (ii) having discussions with any potential co-bidder in connection with a potential acquisition of the Company, (iii) contacting any potential sources of debt or equity financing for a potential acquisition of the Company or (iv) entering into any exclusive financing arrangements, in each case, without the prior consent of the Company. The Committee authorized Piper Jaffray to distribute the form confidentiality agreement to interested parties and authorized the Company’s management, with the assistance of Kirkland, to negotiate and execute confidentiality agreements on behalf of the Company with such parties.

Following the January 23 meeting, at the direction of the Committee, representatives of Piper Jaffray commenced an initial outreach, on behalf of the Company, to 91 parties, consisting of 15 strategic parties and 76 financial sponsor parties. Confidentiality agreements were provided to interested parties following this initial outreach. Piper Jaffray also began working with the Company’s management to develop a confidential information memorandum (“CIM”) that would be provided to potential interested parties in the sale process that would include, among other things, a summary of the Company Projections.

On January 24, 2019, following the Board of Directors’ determination to evaluate the candidacies of Mr. Reece and Candidate B to join the Board of Directors, members of the Nominating and Corporate Governance Committee of the Board of Directors (“NomGov Committee”) conducted interviews with Mr. Reece and Candidate B.

Over the course of January 25, 2019 through February 1, 2019, as directed by the Board of Directors, Kirkland negotiated the terms of a cooperation agreement with legal counsel to Engaged Capital. On January 29, 2019,

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Mr. Carter shared the draft cooperation agreement with the Board of Directors, which contemplated, among other things, that (i) only Mr. Reece would join the Board of Directors and serve as a Class III director with a term expiring at the Company’s 2021 annual meeting of stockholders, (ii) Mr. Reece would serve as the Chairman of the Committee, (iii) the number of directors would not exceed nine for so long as Engaged Capital beneficially owned 4.9% of the Company’s voting securities, (iv) Engaged Capital would abide by certain standstill provisions and voting commitments applicable from the date of the cooperation agreement until the first business day after the Company’s 2019 annual meeting of stockholders, (v) the Company and Engaged Capital would agree to non-disparagement provisions applicable from the date of the cooperation agreement until the earliest to occur of (a) the date that is 30 days prior to the director nomination deadline for the Company’s 2020 annual meeting of stockholders, (b) the first business day after the public announcement by the Company of a business combination transaction, and (c) the first business day after the public announcement by the Company that the strategic alternatives review process has concluded without the Company entering into a business combination transaction, and (vi) the acceleration of the expiration of the Company’s short-term stockholder rights plan.

On February 1, 2019, the Board of Directors held a telephonic meeting attended by representatives of Kirkland to discuss Mr. Carter’s recent discussions with Mr. Welling and the proposed cooperation agreement with Engaged Capital, as provided to the Board of Directors on January 29, 2019. Representatives of Kirkland reviewed the proposed terms of such cooperation agreement with the Board of Directors. The Board of Directors considered and discussed several factors for entering into the cooperation agreement, including, among others, (i) the desire to remove any potential distraction that Engaged Capital may pose to the ability of the Board of Directors and the Committee to effectively conduct an evaluation of strategic alternatives and (ii) the NomGov Committee’s belief that, in light of his investment banking background and prior service with other boards of directors, Mr. Reece possessed extensive expertise and experience with evaluating strategic alternatives and could meaningfully advance the interests of all of the Company’s stockholders. As a result, the Board of Directors unanimously (i) authorized Mr. Abdallah and Mr. Carter to finalize and execute (x) a cooperation agreement on terms substantially similar to those outlined by Mr. Carter and Kirkland, and (y) an amendment to the Company’s short-term stockholder rights plan that would accelerate its expiration on or about February 4, 2019, and (ii) appointed Mr. Reece to the Board of Directors and as Chairman of the Committee (subject to the execution of the cooperation agreement by the Company and Engaged Capital). Later that day, the Company entered into a cooperation agreement with Engaged Capital and an amendment to the Company’s short-term stockholder rights plan, each as included in the Company’s Form 8-K filed with the SEC on February 4, 2019.

On each of February 5 and February 6, 2019, the Company’s management, along with representatives of Piper Jaffray in attendance, conducted in-person introductory meetings with L Catterton and four other financial sponsor parties who had expressed interest in the sale process and learning more about the Company, during which the Company’s management discussed the Company’s organizational structure and senior management team, the Company’s individual dining concepts and their respective growth plans, and the Company’s financial performance. Copies of the materials were distributed to the attendees of the meetings, except in the case of one financial sponsor party who had not yet executed a confidentiality agreement and with whom the Company’s management had only discussed publicly available information. At the direction of the Committee, neither at these meetings nor at any other time prior to signing the Merger Agreement were there any discussions by the Company’s management with any interested party participating in the sale process, including L Catterton, regarding the terms of any post-closing employment or post-closing equity participation for management in the surviving company in connection with a potential transaction.

On February 8, 2019, the Committee held a telephonic meeting with Mr. Reece, its newly appointed Chairman, members of Company’s management and representatives of Piper Jaffray and Kirkland in attendance. In light of Mr. Reece’s recent appointment, a representative of Kirkland reviewed with the members of the Committee their fiduciary duties as directors of the Company generally and in connection with their review of strategic alternatives, including a potential sale of the Company. At the request of a representative of Kirkland, Mr. Reece confirmed that he had no agreements, arrangements or understandings, including with respect to compensation of any kind, with Engaged Capital, and that he otherwise had no actual or potential conflicts of interest with any of

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the Company’s directors, management, advisors, stockholders or interested parties in the sale process. A representative of Piper Jaffray provided an update to the Committee on the sale process, reporting that, as of February 8, 2019, of the total of 91 parties that had been contacted (15 strategic parties and 76 financial sponsor parties), 25 interested parties (five strategic parties and 20 financial sponsor parties) had executed confidentiality agreements, five financial sponsor parties had participated in introductory meetings, and 12 parties (two strategic parties and 10 financial sponsor parties) had declined to participate in the sale process citing, among other reasons, Company-specific reasons and macroeconomic (and recessionary) risks. The representative of Piper Jaffray also presented the Committee with an illustrative sale process timeline that contemplated two rounds of bidding. Members of the Company’s management reviewed with the Committee a liquidity analysis of the Company and its liquidity needs for the remainder of the fiscal year. Following the departure of the Company’s management and Piper Jaffray from the meeting, the Committee held an executive session in which it discussed the need to evaluate strategic alternatives other than a sale of the Company, and discussed inviting another nationally-recognized financial advisor (“Financial Advisor A”), who had recently advised another restaurant company in connection with a private investment in public equity (“PIPE”) transaction, to present to the Committee at a future meeting.

Also, from February 8 through March 31, 2019, at the direction of the Committee, Piper Jaffray contacted nine additional potential interested parties from whom Piper Jaffray had received inbound inquiries regarding the sale process, consisting of five strategic parties and four financial sponsor parties.

On February 13, 2019, members of the Company’s management, along with representatives of Piper Jaffray in attendance, conducted in-person introductory meetings with three financial sponsor parties, covering the same topics as prior introductory meetings earlier in the month. Copies of the presentation were distributed to the attendees of the meetings.

On February 14, 2019, the Chairman of the Compensation Committee of the Board of Directors (“Compensation Committee”) requested that Kirkland provide information regarding market compensation information for strategic alternatives review committee members. Thereafter, the Compensation Committee approved, with Mr. Barr and Ms. Brown recusing themselves, the payment of $15,000 per month to the Chairman of the Committee and $10,000 per month to each of the other members of the Committee in respect of their service on the Committee.

On February 15, 2019, the Committee held a telephonic meeting with representatives of Piper Jaffray and Kirkland in attendance. A representative of Piper Jaffray provided an update on the sale process, reporting that since the February 8 meeting, three additional financial sponsor parties had declined to participate in the sale process citing, among other reasons, Company-specific reasons and macroeconomic (and recessionary) risks. The Committee and representatives of Piper Jaffray and Kirkland discussed next steps in the sale process, which included (i) finalizing and distributing the CIM to interested parties who had executed confidentiality agreements, (ii) distributing a bid process letter which Piper Jaffray would prepare with the assistance of Kirkland, and (iii) the preparation of the Company Projections by the Company’s management, which would be used for purposes of: (x) assisting the Committee and Board of Directors with their evaluation of potential strategic alternatives, including a standalone plan, (y) sharing with interested parties in connection with the Company’s strategic alternatives review, and (z) Piper Jaffray’s review and financial analysis of the Company and its business. A draft of the CIM had been circulated to the Committee prior to the meeting for its review and input. The Committee and Piper Jaffray also discussed potentially inviting certain lenders to receive non-public information from the Company in order to better position them to provide any necessary debt financing in the context of a sale of the Company. After discussing various considerations associated with engaging with lenders, the Committee authorized Piper Jaffray to reach out to three lenders that Piper Jaffray had suggested, due to their existing relationships with the Company and/or history of lending to comparable restaurant companies, and Kirkland and the Company’s management to negotiate confidentiality agreements with such lenders. Following Piper Jaffray’s departure from the meeting, representatives of Financial Advisor A had joined the meeting, at the invitation of the Committee, to present on PIPE transactions as another strategic alternative for the Committee

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and the Board of Directors to consider. Financial Advisor A provided an overview of PIPE transactions to the Committee and discussed their benefits and drawbacks.

On February 22, 2019, the Board of Directors held an in-person meeting with members of the Company’s management and representatives of Piper Jaffray in attendance. A representative of Piper Jaffray reported that, since the Company commenced its initial outreach to potential interested parties, 93 parties had been contacted (15 strategic parties and 78 financial sponsor parties), 41 interested parties (six strategic parties and 35 financial sponsor parties) had executed confidentiality agreements, eight financial sponsor parties had participated in introductory meetings, and 15 parties had declined to participate in the sale process, citing as additional reasons to those previously summarized, among others, public company valuation concerns and the relatively small market capitalization being below the targeted equity investment range for some financial sponsor parties. Representatives of Piper Jaffray and members of the Company’s management reviewed the draft CIM and the Company Projections included therein that were previously provided for the Board of Directors’ review. The Board of Directors engaged in a detailed discussion and asked questions on, among other items, the underlying inputs and assumptions in the Company Projections. The Board of Directors provided comments on the CIM and the Company Projections and, with such changes, authorized the distribution of the CIM and the Company Projections to interested parties in the sale process. The Board of Directors also authorized Piper Jaffray to reach out to potential lenders, after the distribution of the CIM to interested parties, to solicit and share information with certain lenders to better position them to provide any necessary debt financing in a potential sale of the Company.

On February 26, 2019, the Company entered into a joinder agreement to its existing credit agreement providing the Company with incremental term loan commitments in a principal amount equal to $25 million. The Company drew the full amount of the incremental term loans on the same day in order to pay down the balance of Company’s existing revolver credit facility and finance the Company’s existing growth strategy.

On March 1, 2019, the Committee held a telephonic meeting with members of the Company’s management and representatives of Piper Jaffray and Kirkland in attendance. At the meeting, representatives of Piper Jaffray reviewed with the Committee the finalized CIM that reflected comments received from members of the Board of Directors following the meeting held on February 22, 2019, a supplemental datapack presentation that provided additional details and information about the Company and its dining concepts (“supplemental datapack”), and a proposed bid process letter requesting interested parties to submit non-binding preliminary proposals, including an indicative price, by the first round bid deadline of March 28, 2019. It was noted that, in an effort to seek maximum price discovery in the sale process, the proposed bid process letter contemplated that interested parties may submit alternative proposals to acquire the Company or one or more of its operating segments. After a discussion, the Committee authorized Piper Jaffray to distribute the CIM, supplemental datapack, and bid process letter to interested parties in the sale process. Later that day, Piper Jaffray commenced sharing such materials with interested parties that had entered into a confidentiality agreement with the Company.

On March 8, 2019, the Committee held a telephonic meeting attended by members of the Company’s management and representatives of Piper Jaffray and Kirkland to discuss and review the status of the strategic alternatives review process. At the meeting, Piper Jaffray previewed with the Committee that it would continue working with the Company’s management on potential strategic alternatives for the Committee to consider, in addition to a sale of the Company, in the event the Company does not receive any acceptable proposals in the sale process.

On March 12, 2019, the Company reported its fourth quarter and fiscal year 2018 financial results.

On March 15, 2019, the Committee held a telephonic meeting attended by members of the Company’s management and representatives of Piper Jaffray and Kirkland to discuss and review the status of the strategic alternatives review process. Piper Jaffray reported that, since the Company commenced its initial outreach to potential interested parties, 99 parties had been contacted (20 strategic parties and 79 financial sponsor parties),

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53 interested parties (nine strategic parties and 44 financial sponsor parties) had executed confidentiality agreements and received a copy of the CIM and supplemental datapack, eight financial sponsor parties had participated in introductory meetings, and 35 parties were unresponsive or had declined interest in the sale process, citing as additional reasons to those previously summarized, among others, hesitation to invest in fine dining concepts and difficulty in making an offer that would represent a premium to the Company’s trading price. Piper Jaffray also provided the Committee with a summary of the interactions, feedback received and specific interests in the Company’s dining concepts that had been expressed by the various strategic parties and financial sponsor parties involved in the sale process. Piper Jaffray then discussed timing of proposals and next steps in the sale process. The Committee agreed that following receipt of proposals on the submission deadline of March 28, 2019, the Committee will meet to review each proposal and determine which interested parties will be invited to move forward in the next round of the sale process. Following the submission deadline, the Committee authorized Piper Jaffray to respond to interested parties with follow-up questions in order to ensure the Committee would have sufficient information to evaluate the proposals. Based on discussions that Piper Jaffray had with the Company’s other advisors, Piper Jaffray identified for the Committee certain tax implications involved in effectuating a sale of one or more the Company’s individual dining concepts in a carveout transaction and/or a sale of parts transaction structure involving multiple buyers that collectively acquire the Company. Piper Jaffray also reviewed the recent performance of the Company’s trading price, including the approximately 10% decline in the Company’s stock price following the Company reporting its fourth quarter and fiscal year 2018 financial results. At the meeting, at the request of Kirkland, each of the directors and members of the Company’s management disclosed their respective relationships, if any, with various interested parties that were then participating in the sale process. No disclosures shared at the meeting necessitated the Committee to consider changing the composition of the Committee or a recusal by any of its members’ involvement in any portion of the sale process.

On March 20, 2019, members of the Company’s management, along with representatives of Piper Jaffray, conducted an in-person introductory meeting with a financial sponsor party, covering the same topics as the prior introductory meetings in February 2019. Copies of the presentation were distributed to the attendees of the meeting.

On March 22, 2019, the Board of Directors held a telephonic meeting with members of the Company’s management and representatives of Piper Jaffray and Kirkland in attendance to discuss and review the status of the strategic alternatives review process. With initial proposals due the following week on March 28, 2019, the Board of Directors discussed an illustrative timeline provided by Piper Jaffray for the sale process and, in the event the Board of Directors decided to continue the sale process after reviewing initial proposals, the various tasks, including management presentations, that would need to be prepared by the Company’s management with the assistance of Piper Jaffray and Kirkland. At the meeting, representatives of Piper Jaffray presented the Board of Directors with an overview of the recent and historical performance of the Company’s common stock, a comparison of the Company’s actual Q4 2018 results against analyst consensus results, a summary of the relevant analyst research coverage, and reviewed various benchmarking analyses. Representatives of Piper Jaffray and members of the Company’s management provided a detailed summary of the Company Projections under the Company’s standalone plan that was provided to 56 interested parties earlier this month, and the inputs and assumptions underlying such projections. Representatives of Piper Jaffray then discussed the potential strategic alternatives available to the Company. Under the Company’s standalone plan, which involved continuing to operate the Company as a public company, it was noted that the Company should consider raising additional equity capital in order to address its liquidity needs and facilitate paying down the Company’s outstanding indebtedness. Representatives of Piper Jaffray reviewed various equity financing alternatives potentially available to the Company, including follow-on offerings of common stock and PIPE transactions. The Company’s management and the Board of Directors discussed the various execution risks facing the Company under its standalone plan, including, among others, successfully executing the Company’s multi-brand unit growth strategy, macroeconomic risks, growing industry challenges from increased labor costs, and integration risks related to the bartaco and Barcelona acquisitions. Representatives of Piper Jaffray reviewed with the Board of Directors other strategic alternatives such as paying a cash dividend to stockholders, undergoing a

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transformative acquisition by the Company, and implementing a share buyback plan. Due to the Company’s anticipated near-term financing and liquidity needs, it was noted that there would be significant challenges in the Company’s ability to execute on such alternatives. Representatives of Piper Jaffray also discussed a sale of the Company, including a range of options in structuring such sale, whether to a single buyer or a sale of parts transaction of all of the Company’s individual dining concepts to multiple buyers, and, as an alternative, the sale of one or more of the Company’s individual dining concepts in a carveout transaction. In the case of a sale of parts transaction structure or a carveout transaction, it was noted that such scenarios had the potential for increased bids on specific dining concepts, particularly as a result of synergies that a strategic buyer may realize in connection with one of its existing restaurant platforms. However, the Board of Directors, Piper Jaffray, and Kirkland also discussed in detail the “break-up” costs, risks, drawbacks and complexities from such transaction structures that should be taken into account in connection with proposals for only individual dining concepts, including (i) transaction structure complications of coordinating with multiple buyers, (ii) the potential for a protracted transaction timeline, including the market risks associated with such prolonged timeline, (iii) the likely “negative synergies” resulting from the lack of being able to utilize shared services, assets, and properties, and general and administrative (“G&A”) expenses across multiple dining concepts, (iv) tax liabilities incurred under such structures and the need to scale back or wind down the residual corporate infrastructure as part of such transactions, (v) the potential employee severance payments and obligations that may result, (vi) the likely need to put in place shared services arrangements between the Company and a buyer, or among multiple buyers under such structures, and (vii) in the case of a carveout transaction, the additional headwinds that the residual company would face as a small market cap company as a result of its decreased size, scale, and, in the case of a carveout sale of Barcelona and/or bartaco, a loss of growth opportunities. Piper Jaffray also presented in detail its preliminary valuation analyses of the Company based on the Company Projections, which included, among other things, a selected public companies analysis, selected precedent transaction analysis, and discounted cash flows analysis.

On March 28 and March 29, 2019, the Company received non-binding preliminary proposals to acquire the Company and its various dining concepts from L Catterton, seven other financial sponsor parties, Parties A, B, C, D, E, F and G, and three strategic parties, Parties H, I, and J. The 11 preliminary proposals included the following price indications and key terms, among others:

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Between March 28 and March 31, 2019, representatives of Piper Jaffray had numerous discussions with the foregoing 11 parties to clarify the terms of, and obtain additional information with respect to, their proposals.

On March 31, 2019, the Committee held a telephonic meeting attended by members of the Company’s management and representatives of Piper Jaffray and Kirkland to review each of the non-binding preliminary proposals that had been received as of such date and the status of participation and potential proposal submissions by other prospective parties. A representative of Piper Jaffray reported that, since the Company commenced its initial outreach to potential interested parties, 100 parties had been contacted (20 strategic parties and 80 financial sponsor parties), 57 interested parties (10 strategic parties and 47 financial sponsor parties) had executed confidentiality agreements and received a copy of the CIM and supplemental datapack, and 11 interested parties (three strategic parties and eight financial sponsor parties) had submitted non-binding preliminary proposals. Representatives of Piper Jaffray presented on and discussed with the Committee and representatives of Kirkland the transaction structure, valuation and other considerations associated with each of the proposals, along with a comparison of the price indications received against Piper Jaffray’s preliminary valuation analyses presented at the Board of Directors meeting on March 22, 2019. It was noted that certain additional parties had not submitted preliminary proposals yet but that representatives of Piper Jaffray were expecting to receive such proposals in the coming days. In the event the Board of Directors decided to continue with a sale process after this meeting, Piper Jaffray recommended, based on the range of valuations indicated by such parties, inviting the following parties into the next round: L Catterton, Parties A, B, C, D, E and H, noting that moving forward with these seven of the 11 parties that submitted preliminary proposals, noting that moving forward with these parties presented a manageable process that would be competitive. A representative of Piper Jaffray also reviewed with the Committee an illustrative timeline of the sale process and suggested having an interim round of bidding, giving effect to due diligence review and management presentations that would take place over the coming weeks, prior to asking interested parties to submit their final proposals. The Committee unanimously determined to advance the seven interested parties recommended by Piper Jaffray to the next round of the sale process and also authorized conducting management presentations for such interested parties. The remaining four interested parties were not permitted to proceed on the basis of, among other reasons, their low

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valuation and/or lack of financing commitments. No decision was made with respect to the additional parties that had not submitted preliminary proposals yet but that were expected to.

Later that day, Party K submitted a proposal of $9.50 per share for all of the outstanding shares of the Company. However, due to Party K lacking the equity financing for its proposal, the Committee decided on the following day not to advance Party K into the next round of the sale process.

Over the following weeks, the Company’s management and Piper Jaffray prepared for management presentations for, restaurant site tours by, and diligence meeting sessions with, the seven interested parties that advanced into the second round of the sale process, with such management presentations taking place from April 16 through May 3, 2019. The management presentations were distributed to each of the participants at such meetings and covered, among other topics, an overview of the management team, growth strategy, business model and financial performance of the Company and/or its individual dining concepts that were specifically of interest to such parties in the sale process. Representatives of Piper Jaffray attended such meetings. The seven interested parties were also granted access to confidential information of the Company, including through the Company’s virtual data room to which all interested parties were granted access on May 6, 2019, met with members of the Company’s management, and held various due diligence sessions.

On April 23, 2019, at the request of Kirkland, Piper Jaffray provided the Company with an updated disclosure of its material investment banking relationships with the seven interested parties in the sale process.

On April 26, 2019, Party E declined to continue participating in the sale process, citing its intent to focus on other priorities.

On April 29, 2019, Party L submitted a non-binding preliminary proposal to acquire all of the Company’s outstanding shares for $9.00-11.00 per share in cash. At the direction of the Committee, Party L was permitted to move forward in the sale process and was granted access to confidential information of the Company and met with members of the Company’s management.

On May 1, 2019, the Board of Directors held an in-person meeting with members of the Company’s management and representatives of Piper Jaffray and Kirkland in attendance. In connection with the Company’s 2019 first quarter financial results, members of the Company’s management discussed, among other things, the headwinds facing each of the Company’s dining concepts, reasons for missing the Company’s target G&A expenses, and the status of Barcelona and bartaco integration plans. A representative of Piper Jaffray updated the Board of Directors on the current status of the sale process and each of the interested parties participating. Piper Jaffray reported that interested parties had been focused on key priority diligence items related to new unit performance, traffic analyses, closing cost estimates, and “tax leakage” analysis in the case of a sale of parts transaction or carveout transaction structures. Two financial sponsor parties had also indicated their willingness to submit a proposal for the acquisition of the Company but that they may have a desire to split up the dining concepts following an acquisition of the Company. Representatives of Piper Jaffray also discussed providing the interested parties with updated 2019 first quarter financial information as soon as it was finalized, which would be shared with an explanation as to why the Company did not meet projections so as to avoid inaccurate assumptions being made by interested parties.

At the meeting, representatives Piper Jaffray reviewed with the Board of Directors an analysis of potential strategic alternatives available to the Company. Piper Jaffray and the Board of Directors discussed the advantages and disadvantages of each alternative, and Kirkland discussed certain structural, legal and timing considerations associated with each alternative. A sale of the Company offered a premium to the Company’s current trading ranges and immediate liquidity to stockholders when the rationale for public ownership would be less compelling as a small cap company. A sale of individual dining concepts would allow the Company to pay off outstanding indebtedness and delever its balance sheet in the context of a carveout transaction, and had the potential to maximize value for the acquisition of the Company in the context of a sale of parts transaction

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structure. Each of a carveout transaction and a sale of parts transaction structure also posed “break-up” costs, risks, drawbacks and complexities. In the context of the Company remaining a public company, equity financing alternatives such as PIPE transactions or a common stock offerings offered potential upside for existing stockholders in the event the Company successfully implemented its standalone business plan, but such benefits may be outweighed by, among other factors, execution risks, market headwinds, potentially unfavorable financing terms, and continued liquidity concerns (including the potential future inability to comply with the Company’s debt covenants). The Board of Directors and Piper Jaffray also discussed the Company’s current liquidity and expectations on such liquidity needs by the end of the current fiscal year in the context of the various strategic alternatives, including under the Company’s standalone plan. The Board of Directors also considered a combination of alternatives whereby the Company would sell one of its dining concepts, such as bartaco, and use the proceeds from such sale to pay down the Company’s existing debt, while at the same time significantly reducing the Company’s G&A expenses and undertaking other operational changes under an updated standalone plan, while noting the challenges the Company would continue to face, including with respect to, among other things, debt levels, sales growth, and execution risks associated with such standalone plan.

On May 7, 2019, the Company reported its fiscal first quarter 2019 financial results and reiterated fiscal year 2019 guidance.

On May 10, 2019, at the direction of the Committee, Piper Jaffray sent interim bid process letters to the remaining seven interested parties in the sale process (Parties A, B, C, D, H, L and L Catterton) requesting that such interested parties submit updated proposals by May 22, 2019, for the acquisition of the Company and/or one or more of its operating segments.

On May 16, 2019, the Company issued a press release announcing additional synergies and G&A cost savings, including through a reduction in its labor force. Also that day, at the direction of the Company, Piper Jaffray made available to the remaining seven interested parties, supplemental financial information reflecting the Company’s results for its fiscal first quarter of 2019.

On May 20, 2019, a news story was released stating that the Company received proposals to acquire the Company for approximately $9.00 per share. No new inbound interest from additional parties were received as a result of this report.

On May 21, 2019, Piper Jaffray sent the remaining seven interested parties updated information on the Company’s outstanding indebtedness and capitalization.

On May 22 and May 23, 2019, the Company received updated preliminary proposals to acquire the Company and its various dining concepts from L Catterton, two financial sponsor parties, Parties A and C, and one strategic party, Party L. The four updated proposals included the following price indications and the following additional key terms, among others:

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Parties B, D and H declined to submit updated proposals citing, among other reasons, challenges faced in same store sales, new unit performance, and the complexity of a transaction involving a carveout or sale of parts of the Company’s dining concepts. Between May 22 and May 24, 2019, representatives of Piper Jaffray had numerous discussions with the four parties that submitted updated proposals to clarify the terms of and obtain additional information with respect to their proposals.

On May 24, 2019, the Committee held a telephonic meeting attended by members of the Company’s management and representatives of Piper Jaffray and Kirkland to discuss the updated proposals received as of such date. Piper Jaffray presented and discussed with the Committee on each of the updated proposals received in the sale process, a comparison against their respective initial proposals and in relation to each other, and the risks, uncertainties and assumptions related to each proposal. At the meeting, representatives of Piper Jaffray also provided additional background for each proposal based on conversations Piper Jaffray had with each interested party for the Committee’s consideration in evaluating each proposal, including, among other things, that certain interested parties communicated that they would like to validate their proposals to acquire the Company prior to entering into any definitive agreement by holding discussions with certain other bidders to confirm their interest in partnering to acquire any dining concepts less desired by such interested parties. On the other hand, it was noted that L Catterton indicated that while it was interested in a partner, it would be comfortable closing a transaction without one. With the assistance of Piper Jaffray and Kirkland, the Committee reviewed advantages, disadvantages, and risks associated with permitting the interested parties to partner with each other at this stage of the sale process, the risks associated with the sale of one or more of the Company’s individual dining concepts in a carve out transaction, and a sale of the Company to a single buyer or under a sale of parts transaction structure to multiple buyers. It was noted that the “break-up” costs that would be incurred in a carveout transaction or a sale of parts transaction structure were not fully accounted for in the proposals to acquire the Company’s individual dining concepts. After a discussion, the Committee authorized L Catterton, Party A and Party C to continue participating in the final round of the sale process, but determined that Party L’s then-current proposal was not adequate to permit Party L to continue in the process due to its low valuation of Double Eagle and Grille. The Committee then instructed Piper Jaffray to request a revised proposal from Party L, and to communicate that its continued participation in the sale process would be contingent on its ability to improve its proposal. The Committee also directed Piper Jaffray to request final proposals from the remaining interested parties by June 19, 2019. A representative of Kirkland reminded the directors of their fiduciary duties in the context of a sale process and reviewed the material terms of a proposed draft of the merger agreement to be provided to strategic parties and financial sponsor parties. After discussing these terms and upon the recommendation of Kirkland, the Committee directed Piper Jaffray to distribute to the interested parties the proposed draft merger agreement and request that such interested parties submit any comments by June 12, 2019, in order to permit Kirkland and the Committee to review and potentially engage with interested parties on the material terms of the proposed merger agreement in advance of the final proposal deadline.    The Committee requested that Kirkland start considering matters related to the purchase agreement for a carveout transaction. Later that day, Party L submitted a proposal to acquire all of the Company’s shares for $8.75 per share.

On May 27, 2019, in response to the Committee’s indication that its proposal of $8.75 per share would not be adequate, Party L submitted an updated proposal to acquire all of the Company’s outstanding shares for $9.00 per share and, at the direction of the Committee, was permitted to advance into the final round of the sale process.

On May 29, 2019, at the direction of the Committee, Piper Jaffray sent final bid process letters to L Catterton, Party A, and Party L requesting that such interested parties submit updated proposals by June 19, 2019, for the acquisition of the Company and/or one or more of its operating segments, and on May 30, 2019, distributed the proposed draft merger agreement to L Catterton, Party A and Party L.

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On June 4, 2019, the Company’s management prepared updated Company Projections based on its updated best estimates and expectations incorporating actual results for fiscal year ending 2019, actual results for the first fiscal quarter 2019, and included revised projection assumptions for the fiscal years ending 2019 through 2024 based on actual year-to-date results for the fiscal year ending 2019. Such updated Company Projections were made available to the remaining four interested parties. Additional information regarding the updated Company Projections is set forth in this Proxy Statement under the heading “The Merger—Company Projections—Final Company Projections (June 2019).”

On June 10, 2019, following due diligence meetings and calls with the Company and its advisors over the prior week, representatives of Party A communicated to Piper Jaffray that Party A would not be submitting a proposal to acquire the Company, citing certain challenges faced by Double Eagle and Grille, but presented to Piper Jaffray a revised proposal of $325 million to acquire Barcelona and bartaco.

On June 13, 2019, representatives of Gibson, Dunn & Crutcher LLP (“Gibson”), legal counsel to L Catterton, submitted its revisions to the proposed draft merger agreement, along with drafts of a limited guarantee, an equity commitment letter, and a draft voting agreement that L Catterton required to be entered into by Engaged Capital concurrently with the execution of the merger agreement by L Catterton and the Company.

On June 14, 2019, Party L submitted its revisions to the proposed draft merger agreement. Also that day, in advance of reviewing and receiving guidance from the Committee on the proposed merger agreement, a representative of Kirkland contacted Gibson to confirm its understanding of certain points in the revisions to L Catterton’s proposed draft merger agreement and the status of L Catterton’s financing of such transaction. The representative of Kirkland also informed L Catterton that it did not have authority to negotiate the voting agreement on behalf of Engaged Capital, which will require involvement of Engaged Capital and its separate counsel.

On June 17, 2019, Kirkland provided the Committee with its assessment of the comments received on the draft merger agreement by each of L Catterton and Party L. As compared to each other, the revisions by Party L introduced a number of open issues and posed significant deal uncertainty and closing risk not present in L Catterton’s revised draft, including, among other items, additional obligations and/or conditions prior to closing a transaction related to (i) obtaining real estate leasehold consents, (ii) no more than 10% of the Company’s stockholders seeking appraisal rights, and (iii) liquor license transfers. Party L revised merger agreement also contemplated minimal or no obligation to take certain actions in order to obtain regulatory approvals and clearances. Given the importance of preserving a competitive sale process and to properly weigh such revisions by Party L in the context of its final price indication, the Committee concluded not to engage with Party L on its revised draft of the merger agreement prior to receiving its final proposal due by June 19, 2019. Kirkland also reviewed with the Committee the material revisions in L Catterton’s proposed merger agreement, which, among other things, (i) included an obligation on the Company to reimburse L Catterton’s expenses (for up to $3 million) if the merger agreement is terminated due to a failure to obtain the required stockholder approval for the Merger; (ii) proposed a termination fee of 3.9% of the Company’s equity value payable by the Company under certain circumstances (instead of 2.5% of equity value as originally proposed by the Company) and a reverse termination fee of 5% of the Company’s equity value payable by Parent under certain circumstances (instead of 7% of equity value as originally proposed by the Company); (iii) included an obligation on the Company to pay the termination fee in the event of a breach of its no-shop obligations; (iv) removed the limitation on the Company’s liability for any breaches under the merger agreement, originally proposed for an amount equal to the termination fee; and (v) defined a “Superior Proposal” in which the Company would be entitled to terminate a pending transaction with Parent and Merger Sub and accept an Acquisition Proposal by a third party as a transaction involving the acquisition of 100% of the Company’s assets or outstanding shares of common stock (instead of an acquisition of more than 50% as originally proposed by the Company). The revised merger agreement also contemplated that Engaged Capital would enter into a voting agreement concurrently with the signing of the merger agreement.

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After discussion, the Committee authorized Kirkland to send a revised draft of the proposed merger agreement to Gibson reflecting the following counterproposal, among other terms, (i) removing any Company obligation to reimburse L Catterton’s expenses for a termination of the merger agreement related to a failure to obtain stockholder approval; (ii) a termination fee of 3% and a reverse termination fee equal to twice the termination fee (i.e., 6%); (iii) removing the payment of the termination fee in the event of a breach of the Company’s no-shop obligations; (iv) proposing a limitation on the Company’s liability for breaches under the merger agreement equal to the amount of the reverse termination fee (i.e., the same liability limitation amount applicable to Parent); and (v) “Superior Proposal” defined as a transaction involving more than 75% of the Company’s assets or outstanding shares of common stock. The Committee also instructed Kirkland to reserve on the proposal that Engaged Capital enter into a voting agreement as that would require discussion with Engaged Capital. Following the Committee’s instruction, a representative of Kirkland contacted Gibson indicating that the Company’s revisions to the draft merger agreement will be provided shortly and requested that, in the interest of time, L Catterton provide feedback on certain points in the merger agreement, all of which were addressed as part of L Catterton’s final proposal on June 19, 2019. The representative of Kirkland also noted that, subject to the acceptability of L Catterton’s final proposal to be submitted by June 19, 2019, the Committee expressed a desire to sign a potential transaction as soon as possible in light of, among other reasons, the near-final status of the transaction documents and due diligence.

Also on June 17, 2019, Party A verbally confirmed with Piper Jaffray its proposal of $325 million to acquire Barcelona and bartaco and that it would not be submitting a final proposal for all of the outstanding shares of the Company.

On June 18, 2019, Kirkland sent a revised draft of the proposed merger agreement to Gibson.

On June 19, 2019, L Catterton submitted its final proposal of $7.50 per share for the acquisition of all of the outstanding shares of the Company or, alternatively, a final proposal of $335 million for the acquisition of Barcelona and bartaco only. L Catterton’s proposal of $7.50 per share for all of the outstanding shares of the Company represented a decrease from the initial proposal of $9.00 per share, which L Catterton attributed to, among other reasons, unanticipated transaction costs and expenses, severance payments, and increases in the Company’s outstanding indebtedness and capitalization, which in the aggregate, L Catterton calculated to be over $50 million. As part of its final proposal, L Catterton requested exclusivity through June 23, 2019, to reach a signed merger agreement and included a summary of the material open points in the proposed merger agreement that responded to the Company’s counterproposal on June 18, 2019, by, among other things, (i) counterproposing that the Company reimburse L Catterton’s expenses (for up to $2 million) if the merger agreement is terminated due to a failure to obtain stockholder approval for the Merger; (ii) counterproposing a termination fee of 3.4% and a reverse termination fee of 5.5%; (iii) counterproposing the payment of the termination fee due to material breaches of the Company’s no-shop obligations; (iv) accepting a limitation on the Company’s liability under the merger agreement equal to the amount of the reverse termination fee; and (v) accepting “Superior Proposal” defined as a transaction involving more than 75% of the Company’s assets or outstanding shares of common stock.

On June 20, 2019, the Committee held a telephonic meeting attended by members of the Company’s management and representatives of Piper Jaffray and Kirkland to review the final proposals received and discuss the status of the strategic alternatives review process. A representative of Piper Jaffray reported that, since the Company commenced its initial outreach to potential interested parties, 100 parties had been contacted (20 strategic parties and 80 financial sponsor parties), 58 interested parties (11 strategic parties and 47 financial sponsor parties) had executed confidentiality agreements and received a copy of the CIM and supplemental datapack, nine interested parties had participated in introductory meetings, 13 interested parties (four strategic parties and nine financial sponsor parties) had submitted non-binding preliminary proposals, seven interested parties were advanced into the next round and had participated in management presentations, four of the seven interested parties advanced into the next round had submitted updated preliminary proposals (one strategic party and three financial sponsor parties), and two parties submitted final proposals (both financial sponsor parties),

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one of which was a formal written proposal by L Catterton to acquire the Company or, alternatively, Barcelona and bartaco, and the other, a verbal proposal by Party A to acquire Barcelona and bartaco only. L Catterton’s proposal of $7.50 per share for all of the outstanding shares of the Company represented a decrease from the initial proposal of $9.00 per share, which L Catterton attributed to, among other reasons, unanticipated transaction costs and expenses, severance payments, and increases in the Company’s outstanding indebtedness and capitalization, which in the aggregate, L Catterton calculated to be over $50 million. The representative of Piper Jaffray also reviewed with the Committee the status of the other interested parties, noting that L Catterton was the only interested party that submitted a final written proposal as of the final proposal date specified to the interested parties (June 19, 2019), Party A submitted a verbal proposal of $325 million for the acquisition of Barcelona and bartaco, reaffirming that it would not be submitting a final proposal for the acquisition of the Company, and despite prior expectations, Party L had not yet submitted a final proposal. After a detailed discussion of L Catterton’s reduced purchase price and the status of the other interested parties, members of the Committee indicated that they would not be willing to recommend a transaction with L Catterton on such terms or agree to an exclusivity period and instructed Mr. Reece and/or Piper Jaffray to communicate to L Catterton that $7.50 per share was not acceptable to the Company and that L Catterton would need to increase its purchase price, or else the Company would pursue other potential alternative transactions.

At the meeting, a representative of Kirkland also reviewed with the Committee the status of the transaction documents being negotiated and L Catterton’s responses to the material open points in the proposed merger agreement. In the interest of time and only after L Catterton responded by meaningfully improving its proposed purchase price, the Committee directed Kirkland to respond by, among other things, (i) removing any Company obligation to reimburse L Catterton’s expenses if the merger agreement is terminated due to a failure to obtain stockholder approval for the Merger; (ii) accepting a termination fee of 3.4% but counterproposing a reverse termination fee of 6.25%; and (iii) accepting the payment of the termination fee due to material breaches of the Company’s no-shop obligations.

Following the meeting, Mr. Reece contacted L Catterton’s financial advisor, Credit Suisse, to convey that L Catterton would have to submit a revised proposal with an increased purchase price in order for the Company to continue engaging with L Catterton.

Later that day, representatives of L Catterton verbally submitted a revised proposal of $8.00 per share for all of the outstanding shares of the Company that was indicated as L Catterton’s “best and final” offer.

On June 21, 2019, Gibson sent a revised draft of the proposed merger agreement reflecting the positions indicated in L Catterton’s final proposal received on the previous day. Subsequently that day, as directed by the Committee, Kirkland sent back a revised draft of the merger agreement to Gibson reflecting the responses discussed with the Committee.

Also on June 21, 2019, the Committee held a telephonic meeting with members of the Company’s management, Mr. Lamar and representatives of Piper Jaffray and Kirkland in attendance. Mr. Reece reported that L Catterton increased its purchase price from $7.50 per share to $8.00 per share for all of the outstanding shares of the Company. A representative of Piper Jaffray then reviewed with the Committee its valuation analyses presentation based on the latest Company Projections and April 2019 financial information made available to interested parties, noting that while the implied value of a sale of parts of the Company to multiple interested parties, based on the headline prices received for the Company’s individual dining concepts, may be modestly higher than L Catterton’s proposal of $8.00 per share, the feedback Piper Jaffray had received from the interested parties on the individual dining concepts was that “break-up” costs have not been fully accounted for in their price indications. The Committee and representatives of Piper Jaffray discussed how such costs could meaningfully reduce the aggregate value of the proposals on the individual dining concepts and likely result in a lower implied value than L Catterton’s proposal of $8.00 per share. A representative of Kirkland reviewed with the Committee other qualitative risks and disadvantages of a sale of parts transaction structure, including as it relates to deal timing, certainty and conditionality. A representative of Piper Jaffray next reviewed alternative transaction structures

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available to the Company, including a carveout sale of bartaco only or a sale of both bartaco and Barcelona, given prior interest for these two dining concepts expressed by interested parties that participated in the sale process. Piper Jaffray and the Committee discussed the benefits of such transaction structures, including, among other things, the ability to pay down a meaningful portion of the Company’s outstanding indebtedness with the proceeds, as well as the disadvantages and risks posed by such transaction structures that are not present in a sale of the Company, including, among other things, continued high debt leverage, loss of operating scale and reduced efficiencies from its corporate infrastructure, loss of the Company’s higher growth dining concepts and ongoing execution risks with respect to the Company’s standalone plan. A representative of Piper Jaffray also discussed additional strategic alternatives, including a potential equity offering, but the directors noted the significant challenges and uncertainties in executing on such alternatives and ultimately achieving their anticipated benefits.

Following the departure of the Company’s management and Piper Jaffray, the Committee held a discussion on the broad range of the strategic alternatives that Piper Jaffray presented on and concluded that a sale of the Company to a single buyer, as presented by the transaction with L Catterton, would be in the best interests of the Company’s stockholders relative to the other strategic alternatives considered, including the Company’s standalone plan, but agreed that in the event the sale of the Company is no longer a viable option, the sale of bartaco coupled with additional operational changes at the Company should be given serious consideration. The Committee and a representative of Kirkland discussed the outreach to Engaged Capital in connection with L Catterton’s demand that Engaged Capital enter into a voting agreement concurrently with the execution of the merger agreement. The Committee then authorized Mr. Reece to contact Engaged Capital regarding the voting agreement. It was noted by the Committee that Engaged Capital’s response would be one of a range of factors the Committee and the Board of Directors would need to consider in making its final decision on the sale process.

On June 22, 2019, Kirkland received L Catterton’s revised draft of the merger agreement immediately prior to a scheduled telephonic meeting of the Board of Directors attended by representatives of Piper Jaffray and Kirkland. At the meeting, Piper Jaffray reported that L Catterton conveyed that it had received approval from its investment committee to acquire the Company at $8.00 per share. Mr. Reece updated the Board of Directors on his discussion with Engaged Capital in connection with L Catterton’s request that Engaged Capital enter into a voting agreement, noting that Engaged Capital expressed a desire that L Catterton increase its proposed purchase price above $8.00 per share in order to execute the voting agreement and support the transaction. The Board of Directors concluded that, while the Committee had successfully pressed L Catterton to increase its proposal from $7.50 per share to $8.00 per share, it was worthwhile to leverage L Catterton’s insistence on support from Engaged Capital as a way to further seek an improved proposed purchase price from L Catterton. The Board of Directors instructed Piper Jaffray to reach out to L Catterton with Engaged Capital’s request. Piper Jaffray also reviewed with the Board of Directors the valuation process which Piper Jaffray had applied to a potential transaction with L Catterton and described in detail the methods of valuation applied based on the latest Company Projections and April financial information made available to interested parties, which included, among other things, selected public companies analysis, selected precedent transactions analysis and discounted cash flow analysis. While Piper Jaffray anticipated that it would be able to provide an opinion of fairness to the Board of Directors, formal delivery of the opinion would not occur until the transaction terms with L Catterton were finalized.

At the meeting, at the request of Kirkland, Piper Jaffray and its representatives updated the Board of Directors on its relationships with L Catterton (for more information, see “—Information About Piper Jaffray”), each of the members of the Board of Directors disclosed their respective relationships with L Catterton, if any, and Kirkland reviewed its relationships with L Catterton. Mr. Abdallah also confirmed to the Board of Directors that at no time during the sale process has any post-closing employment or investment opportunity been discussed by the Company’s management with L Catterton and that he had only discussed general business views with L Catterton during the Company’s sale process, which Piper Jaffray confirmed it was present during such conversations.

A representative of Kirkland then provided an update on negotiations of the merger agreement and ancillary agreements, including the equity commitment letter and limited guarantee, which were nearly finalized. The

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representative of Kirkland summarized for the Board of Directors the material terms of the merger agreement and noted that there remained some open points, including (i) the Company’s obligation to reimburse Parent for its expenses in event the merger agreement is terminated due to the failure to obtain stockholder approval and (ii) the amount of the termination fees. After sharing its views on such points, the Board of Directors authorized Kirkland to ultimately accept L Catterton’s positions on such items. The representative of Kirkland also reviewed with the Board of Directors certain executive compensation matters, including the treatment of existing equity awards assuming the transaction price of $8.00 per share, severance payments, and employee bonus payments that certain employees may receive as authorized by the compensation committee of the Board of Directors. Additional information pertaining to the treatment of equity awards, severance payments and employee bonus payments are set forth under the sections of this proxy statement captioned “The Merger—Treatment of Company Restricted Shares, Company Options, Company RSUs and Company PSUs,” “The Merger—Summary of Outstanding Equity Awards,” “The Merger—2019 Annual Bonus Payments” and “The Merger—Potential Severance Payments in Connection with the Merger.”

Later that day, following discussions with Engaged Capital and at the direction of the Board of Directors, Piper Jaffray requested an increase in L Catterton’s proposal to $8.50 per share. L Catterton rejected the request and indicated that it would only proceed with a transaction at $8.00 per share and on the terms of the merger agreement that L Catterton previously proposed.

Over the course of June 22 and June 23, 2019, Kirkland and Gibson exchanged drafts of the merger agreement and the various ancillary documents, including the equity commitment letter and the limited guarantee, in coordination, respectively with the Company and L Catterton. The merger agreement was finalized to reflect a termination fee of $9,595,000 (or approximately 3.4% of the Company’s equity value), a reverse termination fee of $15,520,000 (or approximately 5.5% of the Company’s equity value), and an obligation on the Company to reimburse L Catterton’s expenses (up to $2 million) if the merger agreement is terminated due to a failure to obtain the required stockholder approval for the Merger. Also over the course of such period, Gibson and counsel to Engaged Capital exchanged drafts of the voting agreement, in coordination, respectively with L Catterton and Engaged Capital.

On June 23, 2019, the Committee held a telephonic meeting attended by representatives of Kirkland. A representative of Kirkland provided an overview of the status of negotiations with L Catterton, including, among other things, the outcome of the negotiations leading up to the proposed final form of the merger agreement. Kirkland also reported that a few material open issues remained on the voting agreement, including the ability for Engaged Capital to sell its shares prior to the completion of the Merger. Mr. Reece next updated the Committee on his conversations with Engaged Capital since the last meeting of the Board of Directors, noting that Engaged Capital would ultimately be supportive of the transaction with L Catterton at the proposed purchase price of $8.00 per share and agree to enter into the voting agreement once such remaining open issues are resolved. Members of the Committee then discussed their views on the proposed transaction with L Catterton, the reasons in support of the potential transaction, taking into account the risks and uncertainties posed by the other strategic alternatives considered by the Committee over the past several months, including the Company’s standalone plan. The Committee unanimously determined to recommend that the Board of Directors approve the transaction with L Catterton and designated Mr. Reece, as Chairman of the Committee, to present the Committee’s recommendation to the Board of Directors and the factors that the Committee considered in reaching its recommendation.

Following the Committee meeting, the Board of Directors held a telephonic meeting attended by representatives of Piper Jaffray and Kirkland. Mr. Carter, who was not in attendance on the previous day’s meeting of the Board of Directors, confirmed that he had no relationship with L Catterton to disclose. A representative of Kirkland provided an overview of the status of negotiations with L Catterton, including, among other things, the outcome of the negotiations leading up to the proposed final form of the merger agreement and the remaining open issues under the voting agreement, including the ability for Engaged Capital to sell its shares prior to the completion of the Merger. Piper Jaffray updated the Board of Directors on its recent conversations with Engaged Capital,

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during which Engaged Capital had requested that Piper Jaffray seek an increase in L Catterton’s proposal to $8.50 per share. Piper Jaffray submitted that proposal, which was rejected by L Catterton. Engaged Capital ultimately determined that it would agree to enter into the voting agreement required by L Catterton as a condition to proceeding at the final proposed purchase price of $8.00 per share.

Mr. Reece then presented to the Board of Directors an overview of the range of options considered by the Committee as part of the strategic alternatives review process, including (i) a sale of the Company, whether to a single buyer or in a sale of parts transaction structure to multiple buyers, (ii) a sale of individual dining concepts in a carveout transaction, (iii) various financing-related transactions, and (iv) continuing under the Company’s standalone plan as a public company. Mr. Reece reported that the Committee considered a number of factors in reaching its recommendation to the Board, including: (i) the macroeconomic risks in the market and industry; (ii) the ability of the Company to withstand the impact of a recession on current and future business of the Company; (iii) the Company’s current and future liquidity needs and available capital; (iv) the Company’s future competitive prospects and execution risks and uncertainties associated with achieving the Company Projections; (v) the fulsome marketing process that was undertaken and involved 100 potential interested parties and the flexibility that such parties were given to bid on one or more of the Company’s dining concepts in order for the Company to seek maximum price discovery; (vi) the offer from L Catterton is the best and only final offer received to date for the acquisition of the Company; (vii) the drawbacks and risks with trying to execute a sale of parts transaction structure with multiple buyers, including the timing to negotiate a multiparty transaction, the risk of downward price adjustments over the course of lengthy negotiations and due to risk allocation among the multiple parties, potential cross conditionality and the confusion and uncertainty such process would create for the Company’s employees; (viii) the fact that L Catterton’s proposal includes equity and debt financing commitments for the full purchase price with no financing condition; (ix) the Committee’s belief that the premium of approximately 68.4% to the unaffected stock price on May 17, 2019 (the last trading day prior to an article reported that the Company received proposals) was more favorable to stockholders than the likely value that would result from other potential alternatives available to the Company, including remaining independent; (x) the Committee’s belief that the Company’s stock price was not likely to trade at or above the proposed purchase price of $8.00 per share for any extended period in the foreseeable future based on all of the various factors that were identified and considered; and (xi) the valuation analyses presented by Piper Jaffray and indication that it would deliver an opinion of fairness as to L Catterton’s purchase price of $8.00 per share. Mr. Reece concluded that for all of these reasons discussed, among others, the Committee unanimously recommended that the Board approve the transaction with L Catterton, subject to the final resolution of the material open issues in the voting agreement between Engaged Capital and L Catterton. Additional information pertaining to the reasons for recommending the Merger is set forth in this section of the proxy statement under the caption “—Reasons for the Merger.”

The Board of Directors scheduled a meeting for later that day given that the voting agreement had not yet been finalized, but was expected to be finalized that day. It was noted that due to air travel, Ms. Brown would not be available to attend such meeting, but she had received the proposed resolutions of the Board of Directors in connection with the proposed transaction with L Catterton and confirmed to the Board of Directors and Kirkland that she would be voting to approve those proposed resolutions of the Board of Directors.

Later that evening, the Board of Directors held a second telephonic meeting attended by representatives of Piper Jaffray and Kirkland. A representative of Kirkland provided an update on the status of the transaction documents noting that all such documents have been finalized and sent to the Board of Directors prior to the meeting other than the voting agreement, which the representative of Kirkland noted as being nearly finalized and would permit Engaged Capital to sell its shares of the Company’s common stock on the open market after 10 business days from the date of signing the merger agreement at a price below $8.00 per share. Kirkland then reviewed with the Board of Directors the proposed resolutions for approving the transaction with L Catterton, a copy of which was provided to the Board of Directors prior to the meeting. Piper Jaffray then rendered to the Board of Directors an oral opinion that, as of June 23, 2019, and based upon and subject to assumptions, procedures, considerations and limitations upon the review undertaken in preparing its opinion, the proposed purchase price of $8.00 per share

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for all of the outstanding shares of the Company’s common stock to be paid to the holders of such shares (other than Parent or its affiliates) in the proposed transaction with L Catterton was fair, from a financial point of view, to such holders. The oral opinion of Piper Jaffray was subsequently confirmed by the delivery of a written opinion delivered after the meeting, dated June 23, 2019. Additional information pertaining to the fairness opinion of Piper Jaffray is set forth in this section of the proxy statement under the caption “—Opinion of Piper Jaffray & Co.”

Mr. Reece then reiterated that, on behalf of the Committee, the Committee unanimously recommended that the Board of Directors approve the transaction with L Catterton for the reasons outlined in the Board of Directors meeting earlier in the day and the fairness opinion delivered by Piper Jaffray at this meeting.

Among other things, the Board of Directors then, taking into account all of the foregoing and its previous meetings and presentations, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interests of, the Company and its stockholders, (ii) declared it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) agreed that the Merger, upon the terms, and subject to the conditions, contained in the Merger Agreement are, is authorized and approved in accordance with the requirements of the DGCL; and (v) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL.

Subsequent to the meeting of the Board of Directors on the evening of June 23, 2019, the Company, Parent and Merger Sub executed and delivered the Merger Agreement and the related transaction documents and prior to the commencement of trading on Nasdaq on June 24, 2019, the Company and L Catterton issued a joint press release announcing the execution of the Merger Agreement.

On June 26, 2019, as permitted under the terms of the Merger Agreement, the Company sent standstill waivers to each of the interested parties in the sale process that had entered into confidentiality agreements that, following the signing of the Merger Agreement, absent such waiver, would have (i) prohibited such parties from making Acquisition Proposals to the Board of Directors and (ii) otherwise prohibited such parties from (x) requesting a waiver to such restriction or (y) confidentially submitting Acquisition Proposals for consideration by the Board of Directors.

To date, the Company has not received an alternative Acquisition Proposal.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

After careful consideration, the Board of Directors, upon the unanimous recommendation of the Committee, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interests of, the Company and its stockholders; (ii) declared it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) agreed that the Merger, upon the terms, and subject to the conditions, contained in the Merger Agreement, is authorized and approved in accordance with the requirements of the DGCL; and (v) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL (the “Company Board Recommendation”).

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR”

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the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Board of Directors and the Committee consulted with the Company’s management and legal and financial advisors. In the course of making the determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interest of the Company and its stockholders and to recommend that stockholders adopt the Merger Agreement, the Board of Directors and the Committee considered numerous factors, including the following material factors and benefits of the Merger and the other transactions contemplated by the Merger Agreement:

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In the course of (i) determining that that the Merger Agreement and the other transactions contemplated thereby are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) declaring it advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the condition set forth therein; (iii) approving the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) agreeing that the Merger, upon the terms, and subject to the conditions, contained in the Merger Agreement, is authorized and approved in accordance with the requirements of the DGCL; and (v) resolving to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL, the Board of Directors also considered the Committee’s unanimous recommendation to approve the Merger Agreement.

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In the course of their deliberations, the Board of Directors and the Committee also considered various risks and other countervailing factors related to entering into the Merger Agreement, including:

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The foregoing discussion of reasons for the Board of Director’s determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair and in the best interest of the Company and its stockholders and to recommend that stockholders adopt the Merger Agreement is not meant to be exhaustive but addresses the principal information and factors considered by the Board of Directors and the Committee. In view of the wide variety of factors considered by the Board of Directors and the Committee in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors and the Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors and the Committee each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Committee collectively reached the unanimous conclusion to recommend the Merger to the Board of Directors, and the Board of Directors collectively reached the unanimous conclusion to approve the Merger, based on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

In considering the recommendation of the Board of Directors that stockholders vote in favor of adoption of the Merger Agreement, stockholders of the Company should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, other stockholders. The Board of Directors and the Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger. For more information on these interests see the section of the proxy statement captioned “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Company Projections

The Company does not, as a matter of general practice, publicly disclose financial projections due to the difficulty of predicting the Company’s results. The Company is especially wary of making such projections for extended periods into the future due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though the Company has in the past provided investors with limited quarterly or full-year financial guidance covering limited areas of its expected financial performance. However, in connection with the Company’s review of strategic alternatives, including a potential sale, during March 2019, the Company provided the Board of Directors, the Committee and Piper Jaffray with certain non-public, unaudited prospective

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financial information prepared by Company management for the fiscal years ending 2018 through 2023 based on its best estimates and expectations at the time. This information was also provided to prospective bidders who participated in the sale process in connection with their due diligence review of a possible transaction. Once the Company’s first fiscal quarter 2019 ended, the Company provided the Board of Directors, the Committee and Piper Jaffray with updated non-public, unaudited prospective financial information prepared by Company management for the fiscal years ending 2019 through 2023. This updated prospective financial information, provided by Company management in June 2019, was based on Company management’s updated best estimates and expectations at the time, incorporating actual results for the fiscal year ending 2018, actual results through April 2019, and included revised projection assumptions for the fiscal years ending 2019 through 2023 based on actual year-to-date results for the fiscal year ending 2019. These revised projection assumptions included Company management’s latest expectations for new restaurant openings, in addition to the incremental Barcelona and bartaco synergies the Company expected to realize in the second half of fiscal year 2019. This updated prospective financial information from June 2019 was also provided to (i) prospective bidders who participated in the sale process in connection with their due diligence review of a possible transaction, (ii) Piper Jaffray for its use and reliance as the basis for the financial analyses conducted by Piper Jaffray and opinion summarized below under the section of this proxy statement captioned “The Merger—Opinion of Piper Jaffray & Co.,” (iii) the Committee, in its review of potential strategic alternatives and making its recommendation to the Board of Directors to approve the Merger Agreement, and (iv) the Board of Directors in its review of potential strategic alternatives and in connection with approving the Merger Agreement and the Merger.

A summary of the above mentioned prospective financial information from March 2019 and June 2019 (collectively, the “Company Projections”) is disclosed below only to provide stockholders of the Company with access to certain prospective financial information concerning the Company that was made available to the Board of Directors, the Committee, Piper Jaffray, and prospective bidders, as described herein. The Company Projections were not prepared with a view toward public disclosure, and readers of this proxy statement are cautioned not to place undue reliance on the Company Projections included herein.

The Company Projections included in this proxy statement are the responsibility of the Company’s management. The Company Projections represent the Company’s reasonable estimates and good faith judgments as to the future growth and financial performance of the Company, including forecasts of revenues and adjusted EBITDA, that the Company believed were reasonable at the time the Company Projections were prepared, taking into account relevant information available at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Although a summary of the Company Projections is presented with numerical specificity, it reflects numerous assumptions and estimates made by the Company’s management, including assumptions and estimates with respect to future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The Company Projections reflect the subjective judgment of the Company’s management in many respects and, thus, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Company Projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including the factors described under the section of this proxy statement captioned “Forward-Looking Statements,” the Company’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the reports filed by the Company with the SEC, including the Company’s most recent filings on Forms 10-K and 10-Q. There can be no assurance that the Company Projections would be realized or that actual results would not be significantly higher or lower than forecast. In particular, the Company Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Since the Company Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year.

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The Company Projections include certain non-GAAP measures (including adjusted EBITDA) because the Company believed such measures would be useful to the Board of Directors and the Committee in evaluating the prospects of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income from continuing operations. The Company’s calculations of these non-GAAP measures may differ from others in its industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

The Company Projections were not prepared with a view toward complying with GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Projections are unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Projections.

The inclusion of the Company Projections should not be regarded as an admission or representation that the Board of Directors, the Committee, the Company, the Company’s management, Piper Jaffray, any of their respective advisors or any other person considered, or now considers, the forecasts to be necessarily predictive of actual future events. The Company has made no representation to L Catterton, the Catterton Funds, Parent or Merger Sub in the Merger Agreement or otherwise, concerning the Company Projections. The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in this proxy statement and the Company’s public filings with the SEC.

No representation or warranty was made in the Merger Agreement concerning prospective financial information, including the Company Projections. The Company Projections should only be evaluated in conjunction with the historical financial statements and other information regarding the Company contained in its public filings with the SEC.

The Company Projections in this proxy statement do not take into account any conditions, circumstances or events occurring after the date they were prepared, including the Merger and the other transactions contemplated by the Merger Agreement. The Company does not intend to update or otherwise revise the Company Projections to reflect any condition, circumstance or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the Merger or the other transactions contemplated by the Merger Agreement to occur), even in the event that any or all of the assumptions underlying the Company Projections are in error or are no longer appropriate. In light of the foregoing factors and uncertainties inherent in the Company Projections, readers of this proxy statement are cautioned not to place undue reliance on the summary of the Company Projections set forth below.

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Reconciliation of Non-GAAP Financial Measures

Certain of the measures included in the Company Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are included in this proxy statement because such information was made available to the Board of Directors, the Committee and Piper Jaffray and used in the process leading to the execution of the Merger Agreement, as described elsewhere in this proxy statement. Reconciliations of certain of these measures are provided below. The figures included in the reconciliation are subject to and should be read together with the disclosures above regarding the Company Projections.

Restaurant-Level EBITDA. Restaurant-Level EBITDA is defined as adjusted EBITDA after pre-opening costs and share based compensation before general and administrative costs and pre-opening costs.

Adjusted EBITDA After Pre-Opening Costs and Share Based Compensation. Adjusted EBITDA after pre-opening costs and share based compensation represents operating income (loss) before depreciation and amortization, plus the sum of certain adjustments, including donations, lease termination and closing costs, acquisition and disposition costs, consulting project costs, reorganization severance, impairment charges, insurance settlements, non-recurring legal expenses, non-recurring corporate expenses, one-time share based compensation, post-acquisition operations conference, one-time office expenses, one-time legal and accounting work, and deferred comp mark-to-market adjustment.

Adjusted EBITDA Before Pre-Opening Costs and Share Based Compensation. Adjusted EBITDA before pre-opening costs and share based compensation represents operating income (loss) before depreciation and amortization, plus the sum of certain adjustments, including pre-opening costs, share based compensation, donations, lease termination and closing costs, acquisition and disposition costs, consulting project costs, reorganization severance, impairment charges, insurance settlements, non-recurring legal expenses, non-recurring corporate expenses, change in gift card breakage estimate, one-time share based compensation, post-acquisition operations conference, one-time office expenses, one-time legal and accounting work, and deferred comp mark-to-market adjustment.

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Adjusted EBITDA Before Pre-Opening Costs, Share Based Compensation and Incremental Barcelona and bartaco Synergies. Adjusted EBITDA before pre-opening costs, share based compensation and incremental Barcelona and bartaco synergies represents adjusted EBITDA before pre-opening costs and share based compensation plus the incremental annualized Barcelona and bartaco synergies that are estimated to be realized in the second half of fiscal year 2019.

A reconciliation of the non-GAAP financial measures is provided below:

Preliminary Company Projections (March 2019)

Preliminary FY 2018 and FY 2019E to FY 2023E

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Opinion of Piper Jaffray & Co.

Pursuant to an engagement letter dated December 18, 2018, the Company retained Piper Jaffray to evaluate strategic alternatives and, if requested, deliver its opinion as to the fairness, from a financial point of view, to the

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holders of shares of common stock of the consideration to be received pursuant to the Merger Agreement. At a meeting of the Board of Directors on June 23, 2019, Piper Jaffray issued its oral opinion to the Board of Directors, later confirmed in a written opinion of the same date, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Jaffray considered relevant, the Merger Consideration is fair, from a financial point of view, to the holders of shares of common stock (other than Parent and any of its affiliates) as of the date of the opinion.

The full text of the written opinion of Piper Jaffray, dated June 23, 2019, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Jaffray in rendering its opinion, is attached as Annex B. The Piper Jaffray opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to the holders of shares of common stock (other than Parent and any of its affiliates). Piper Jaffray’s opinion was directed solely to the Board of Directors in connection with its consideration of the Merger Agreement and was not intended to be, and does not constitute, a recommendation to any holder of shares of common stock as to how such holder should act with respect to the Merger or any other matter. Piper Jaffray’s opinion was approved for issuance by the Piper Jaffray opinion committee and Piper Jaffray has consented to the disclosure of its opinion in this proxy statement.

In connection with rendering the opinion described above and performing its financial analyses, Piper Jaffray, among other things:

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the Board of Directors at a meeting held on June 23, 2019. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to

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be a complete description of the analyses performed by Piper Jaffray or of its presentation to the Board of Directors on June 23, 2019. You are urged to, and should, read the Piper Jaffray opinion in its entirety and this summary is qualified in its entirety by the written opinion of Piper Jaffray attached as Annex B hereto, which is incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Jaffray or the Board of Directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 21, 2019, and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Jaffray calculated (i) the Company’s equity value implied by the Merger Consideration to be approximately $282.2 million, based on approximately 35.3 million shares of common stock and common stock equivalents estimated to be outstanding as of June 25, 2019 (the end of the Company’s second fiscal quarter 2019), which includes restricted stock, and (ii) the Company’s enterprise value (for purposes of this analysis, implied enterprise value equates to implied equity value, plus long-term debt of $369.0 million less cash and cash equivalents of $0.8 million estimated as of June 25, 2019, the end of the Company’s second fiscal quarter 2019), referred to as “EV,” to be approximately $650.4 million. The EV implies an 18.8x multiple relative to the LTM Q2 2019E adjusted EBITDA after pre-opening costs and share based compensation and a 12.3x multiple relative to the LTM Q2 2019E adjusted EBITDA before pre-opening costs, share based compensation and incremental Barcelona and bartaco synergies referenced above in the “Reconciliation of Non-GAAP Financial Measures” tables.

Financial Analyses

Historical Company Trading Analysis. Piper Jaffray analyzed the Merger Consideration to be paid to the holders of shares of common stock pursuant to the Merger Agreement in relation to (1) the spot price per share on May 17, 2019, referred to as the “undisturbed date,” the last full trading day prior to media reports speculating about a potential transaction, (2) the spot price per share on June 21, 2019, the last full trading day prior to the announcement, (3) the spot price per share for the preceding 7-day, 30-day, 60-day, and 90-day period ended June 21, 2019, and (4) the volume weighted average price per share, referred to as “VWAP,” for the preceding 7-day, 30-day, 60-day, and 90-day period ended June 21, 2019. For purposes of the analysis, the VWAP is calculated based off each trading day’s closing share price. The analysis indicated that the Merger Consideration to be paid to the holders of shares of common stock pursuant to the Merger Agreement represented:

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Selected Public Companies Analysis. Piper Jaffray reviewed certain publicly available financial, operating and stock market information of the Company and the following selected U.S. publicly traded companies in the restaurant industry that Piper Jaffray deemed relevant. Piper Jaffray selected companies based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper Jaffray identified and analyzed the following 11 selected companies:

For the selected public companies analysis, Piper Jaffray calculated the following valuation multiples for the Company, including as implied by the Merger Consideration, and the selected companies:

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper Jaffray by the Company.

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The results of this analysis are summarized as follows:

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected companies, Piper Jaffray made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters.

Selected Precedent Transactions Analysis. Piper Jaffray reviewed precedent transactions involving target companies in the U.S. restaurant industry that Piper Jaffray deemed relevant. Piper Jaffray selected these transactions based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper Jaffray identified and analyzed the following 25 selected transactions ordered by recency:

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Piper Jaffray reviewed transaction enterprise values of the selected transactions, calculated, to the extent publicly available, as the purchase price paid for the target involved in such transactions plus total debt, preferred equity and noncontrolling interests (as applicable) less total cash and cash equivalents, as a multiple of EBITDA (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for the LTM as of the applicable announcement dates of such transactions.

Financial data of the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information and, to the extent publicly available and applicable, is pro forma for certain transactions with significant owned real estate by adjusting transaction enterprise values for sale-leaseback proceeds and adjusting target companies’ EBITDA for incremental rent expense. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper Jaffray by the Company.

The results of this analysis are summarized as follows:

No transaction utilized in the selected precedent transactions analysis is identical to the transactions contemplated by the Merger Agreement. In evaluating the selected transactions, Piper Jaffray made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters.

Discounted Cash Flow Analysis. Using a discounted cash flows analysis, Piper Jaffray calculated an estimated range of theoretical values for the Company based on the net present value of (i) projected unlevered free cash flows from the second half of fiscal year 2019, consisting of the third and fourth fiscal quarters 2019, to fiscal year 2023, discounted back to June 25, 2019 (the end of the Company’s second fiscal quarter 2019), based on the Company Projections furnished to Piper Jaffray by the Company and (ii) a terminal value at fiscal year 2023 based upon EBITDA exit multiples, discounted back to June 25, 2019. The unlevered free cash flows for each year were calculated from the Company Projections as: adjusted EBITDA after pre-opening costs and share based compensation less depreciation and amortization to arrive at operating income; operating income less income taxes (utilizing a 15.0% tax rate, inclusive of potential benefits from the U.S. tax reform enacted in December 2017) to arrive at after-tax operating income; after tax-operating income plus depreciation and amortization, plus non-cash rent expense, less net capital expenditures and less the change in net working capital to arrive at unlevered free cash flow. In addition, share based compensation was treated as a cash expense for

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purpose of determining unlevered free cash flow. The range of terminal values of the Company were calculated by applying to the Company’s fiscal year 2023 adjusted EBITDA after pre-opening costs and share based compensation a selected range of EBITDA exit multiples of 7.0x to 9.0x, with a mid-point of 8.0x, based on the adjusted EBITDA after pre-opening costs and share based compensation multiples from the selected precedent transactions analysis.

Piper Jaffray performed discounted cash flow analyses by calculating the range of net present values for each period from the second half of fiscal year 2019, consisting of the third and fourth fiscal quarters 2019, to fiscal year 2023 based on a discount rate ranging from 12.0% to 17.0%, with a mid-point of 14.5%, reflecting estimates of the Company’s weighted average cost of capital. Piper Jaffray derived these discount rates by application of the capital asset pricing model, which requires certain Company-specific inputs, including a market capitalization size risk premium, liquidity risk premium, the cost of long-term debt, and future applicable tax rate for the Company, as well as certain financial metrics for the United States financial markets generally.

The following table presents a summary of unlevered free cash flows derived from components of the Final Company Projections from June 2019: