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Panera Bread Co – ‘10-Q’ for 3/28/17 – ‘R8’

On:  Wednesday, 4/26/17, at 3:17pm ET   ·   For:  3/28/17   ·   Accession #:  724606-17-12   ·   File #:  0-19253

Previous ‘10-Q’:  ‘10-Q’ on 10/26/16 for 9/27/16   ·   Latest ‘10-Q’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/26/17  Panera Bread Co                   10-Q        3/28/17   61:4.8M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    441K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     21K 
11: R1          Document and Entity Information Document            HTML     54K 
12: R2          Consolidated Balance Sheets (Unaudited)             HTML    111K 
13: R3          Consolidated Balance Sheets Balance Sheet           HTML     45K 
                Parenthetical                                                    
14: R4          Consolidated Statements of Income (Unaudited)       HTML     92K 
15: R5          Consolidated Statements of Comprehensive Income     HTML     46K 
16: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML     97K 
17: R7          Basis of Presentation and Principles of             HTML     25K 
                Consolidation (Notes)                                            
18: R8          Pending Merger with JAB (Notes)                     HTML     45K 
19: R9          Recent Accounting Pronouncements                    HTML     29K 
20: R10         Divestitures                                        HTML     35K 
21: R11         Fair Value Measurements                             HTML     53K 
22: R12         Inventories                                         HTML     33K 
23: R13         Other Intangible Assets (Notes)                     HTML     20K 
24: R14         Accrued Expenses                                    HTML     38K 
25: R15         Debt                                                HTML     58K 
26: R16         Derivative Financial Instruments                    HTML     64K 
27: R17         Stockholders' Equity                                HTML     56K 
28: R18         Commitments and Contingencies                       HTML     32K 
29: R19         Business Segment Information                        HTML     89K 
30: R20         Earnings Per Share                                  HTML     37K 
31: R21         Supplemental Cash Flow Information                  HTML     32K 
32: R22         Fair Value Measurements Fair Value Measurements     HTML     49K 
                (Tables)                                                         
33: R23         Inventories (Tables)                                HTML     34K 
34: R24         Accrued Expenses (Tables)                           HTML     37K 
35: R25         Debt Long-term debt (Tables)                        HTML     39K 
36: R26         Derivative Financial Instruments Derivative         HTML     48K 
                Financial Instruments (Tables)                                   
37: R27         Stockholders' Equity Stockholders' Equity (Tables)  HTML     87K 
38: R28         Business Segment Information (Tables)               HTML     81K 
39: R29         Earnings Per Share (Tables)                         HTML     34K 
40: R30         Supplemental Cash Flow Information (Tables)         HTML     30K 
41: R31         Basis of Presentation and Principles of             HTML     18K 
                Consolidation (Details)                                          
42: R32         Pending Merger with JAB (Details)                   HTML     32K 
43: R33         Recent Accounting Pronouncements Recent Accounting  HTML     19K 
                Pronouncements (Details)                                         
44: R34         Business Combinations and Divestitures (Details     HTML     23K 
                Textuals)                                                        
45: R35         Fair Value Measurements (Details)                   HTML     36K 
46: R36         Inventories (Details)                               HTML     29K 
47: R37         Other Intangible Assets (Details)                   HTML     19K 
48: R38         Accrued Expenses (Details)                          HTML     56K 
49: R39         Term Loan (Details Textuals)                        HTML    168K 
50: R40         Derivative Financial Instruments Derivative         HTML     75K 
                Financial Instruments (Details)                                  
51: R41         Stockholders' Equity Share Repurchase (Details)     HTML     34K 
52: R42         Stockholders' Equity Accumulated Other              HTML     39K 
                Comprehensive Income (Details)                                   
53: R43         Commitments and Contingencies (Detail Textuals)     HTML     28K 
54: R44         Business Segment Information (Details)              HTML     99K 
55: R45         Business Segment Information Business Segment       HTML     20K 
                Information (Detail Textuals)                                    
56: R46         Earnings Per Share (Details)                        HTML     39K 
57: R47         Earnings Per Share (Details Textuals)               HTML     22K 
58: R48         Supplemental Cash Flow Information (Details)        HTML     27K 
60: XML         IDEA XML File -- Filing Summary                      XML    105K 
59: EXCEL       IDEA Workbook of Financial Reports                  XLSX     56K 
 5: EX-101.INS  XBRL Instance -- pnra-20170328                       XML   1.19M 
 7: EX-101.CAL  XBRL Calculations -- pnra-20170328_cal               XML    165K 
 8: EX-101.DEF  XBRL Definitions -- pnra-20170328_def                XML    584K 
 9: EX-101.LAB  XBRL Labels -- pnra-20170328_lab                     XML   1.09M 
10: EX-101.PRE  XBRL Presentations -- pnra-20170328_pre              XML    672K 
 6: EX-101.SCH  XBRL Schema -- pnra-20170328                         XSD    122K 
61: ZIP         XBRL Zipped Folder -- 0000724606-17-000012-xbrl      Zip    147K 


‘R8’   —   Pending Merger with JAB (Notes)


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.7.0.1
Pending Merger with JAB (Notes)
3 Months Ended
Pending Merger with JAB [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Pending Merger with JAB
 
On April 4, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Rye”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rye (“Acquisition Subsidiary”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”). The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s Board of Directors (the “Company Board”).
 
The Merger Agreement provides for the merger of Acquisition Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Rye.
 
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share, and each share of Class B common stock of the Company, par value $0.0001 per share (collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Rye, Acquisition Subsidiary, any affiliate of Rye or Acquisition Subsidiary, or the Company, in each case immediately prior to the Effective Time, and (ii) Shares held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be canceled and converted into the right to receive $315.00 in cash (the “Per Share Merger Consideration”), subject to applicable tax withholding. JAB has agreed to guarantee the payment and performance obligations of Rye and Acquisition Subsidiary under the Merger Agreement. In accordance with the Merger Agreement, all unvested stock-based compensation awards that are outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time.
 
The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the affirmative vote in favor of the adoption of the Merger Agreement by the holders of a majority of the voting power of the issued and outstanding Shares entitled to vote thereon, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) of the Company after the date of the Merger Agreement and (iv) other customary closing conditions. The consummation of the Merger is not subject to a financing condition.

The Merger Agreement provides that the Merger Agreement may be terminated by the Company or Rye under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement the Company will be required to pay Rye a termination fee of $215 million.

The Company expects the Merger to close during the thirteen weeks ended September 26, 2017. The Company also expects to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Additional information about the Merger Agreement is set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017.
Divestitures

Refranchising Initiative

The following summarizes activity associated with the Company's refranchising initiative recorded in the caption entitled Refranchising loss in the Consolidated Statements of Income for the periods indicated (in thousands):
 
 
For the 13 Weeks Ended
 
 
 
Lease termination costs and impairment of long-lived assets
 
$

 
$
905

Professional fees, severance, and other
 

 
166

Refranchising loss
 
$

 
$
1,071

Subsequent Events [Text Block]
Pending Merger with JAB
 
On April 4, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Rye”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rye (“Acquisition Subsidiary”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”). The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s Board of Directors (the “Company Board”).
 
The Merger Agreement provides for the merger of Acquisition Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Rye.
 
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share, and each share of Class B common stock of the Company, par value $0.0001 per share (collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Rye, Acquisition Subsidiary, any affiliate of Rye or Acquisition Subsidiary, or the Company, in each case immediately prior to the Effective Time, and (ii) Shares held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be canceled and converted into the right to receive $315.00 in cash (the “Per Share Merger Consideration”), subject to applicable tax withholding. JAB has agreed to guarantee the payment and performance obligations of Rye and Acquisition Subsidiary under the Merger Agreement. In accordance with the Merger Agreement, all unvested stock-based compensation awards that are outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time.
 
The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the affirmative vote in favor of the adoption of the Merger Agreement by the holders of a majority of the voting power of the issued and outstanding Shares entitled to vote thereon, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) of the Company after the date of the Merger Agreement and (iv) other customary closing conditions. The consummation of the Merger is not subject to a financing condition.

The Merger Agreement provides that the Merger Agreement may be terminated by the Company or Rye under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement the Company will be required to pay Rye a termination fee of $215 million.

The Company expects the Merger to close during the thirteen weeks ended September 26, 2017. The Company also expects to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Additional information about the Merger Agreement is set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
9/26/17
Filed on:4/26/17
4/5/178-K,  DEFA14A
4/4/178-K,  8-K/A
For Period end:3/28/17
3/29/1610-Q
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Filing Submission 0000724606-17-000012   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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