What court handled the Reba Purdessy case against Bojangles', Inc.?

e_0.jpeg)

Reba Purdessy v. Bojangles', Inc., et al. (Case No. 1:18-cv-11649). United States District Court, Southern District of New York, filed December 13, 2018. A purported Bojangles', Inc. stockholder ("Plaintiff"), on behalf of herself and purportedly on behalf of a class of Bojangles', Inc. stockholders (the "Purported Class"), filed an action against Bojangles', Inc. and its then Board of Directors (the "Prior Board"). Plaintiff alleged, among other things, that the Prior Board authorized the filing of a proxy statement (the "Proxy") with the Securities and Exchange Commission that failed to disclose material information necessary for the stockholders to consider the proposed merger (the "Proposed Merger") between Bojangles', Inc., on the one hand, and Durational Capital Management LP, The Jordan Company, L.P., TEI Investment Pte. Ltd., Walker Parent, Inc., and Walker Merger Sub, Inc., on the other hand, pursuant to which Bojangles', Inc. stockholders would receive $16.10 in cash for each share of Bojangles', Inc. stock they own (the "Merger Consideration"). Plaintiff also alleged that the Merger Consideration represented inadequate compensation for Bojangles', Inc. stockholders. Based on these allegations, Plaintiff purported to state claims for violations of Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14a-9 promulgated thereunder, and violations of Section 20 of the Exchange Act. Plaintiff sought class certification and appointment as the class representative. Plaintiff also sought preliminary injunctive relief enjoining the Proposed Merger until the purported material information is disclosed to stockholders, rescission of the Proposed Merger, to the extent already implemented, or an unspecified amount of rescissory damages, together with other unspecified damages and costs.

Without admitting any wrongdoing, or that any supplemental disclosure was required to be made, Bojangles', Inc. made certain supplemental disclosures in a Form 8-K that filed with the SEC on December 31, 2018. After the supplemental disclosures were filed, Plaintiff filed an amended complaint that continued to assert disclosure claims related to the proxy and challenge the adequacy of the merger consideration. Plaintiff thereafter obtained discovery relating to whether the disclosed financial projections fully and properly accounted for Bojangles' restaurant portfolio optimization plan announced in July 2018. After reviewing the discovery, Plaintiff agreed to dismiss its claims as moot. Bojangles', Inc. agreed to pay a mootness fee of $75,000 in October 2019 for full satisfaction of any claims by Plaintiff or Plaintiff's counsel for fees, expenses or costs. The matter was thereafter dismissed as moot on October

Source: Item 3 — LITIGATION (FDD pages 15–17)