Item 8.01 Other Events.
On January 5, 2020, The Habit Restaurants, Inc., a Delaware corporation (Habit or the Company), YUM!
Brands, Inc., a North Carolina corporation (Parent), and YEB Newco Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger
Agreement), providing for the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (collectively, the Merger). The parties publicly announced the Merger on
January 6, 2020.
In connection with the Merger, on February 4, 2020, Habit filed with the Securities and Exchange Commission
(SEC) a Preliminary Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the Preliminary Proxy Statement). On February 19, 2020, Habit filed with the SEC a Definitive Proxy Statement
pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the Definitive Proxy Statement and, together with the Preliminary Proxy Statement, the Proxy Statement). Habit commenced mailing the Definitive Proxy
Statement to the Companys stockholders on or about February 19, 2020.
Following the Proxy Statement, as of the date of this
Current Report on Form 8-K, purported Company stockholders have filed eleven actions in connection with the Merger and the associated disclosures made in the Proxy Statement. On February 5, 2020, a
purported stockholder filed a complaint in the United States District Court for the Southern District of New York, captioned Gottlieb v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-00966, against the Company and the members of the Companys Board of Directors. On February 11, 2020, a purported stockholder filed a complaint in the United States District Court for the
Southern District of New York, captioned Morris v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-01182, against the Company and the members of the
Companys Board of Directors. On February 11, 2020, a purported stockholder filed a putative class action complaint in the United States District Court for the District of Delaware, captioned Smith v. The Habit Restaurants, Inc., et
al., Civil Action No. 1:20-cv-00203, against the Company and the members of the Companys Board of Directors. On February 12, 2020, a purported stockholder
filed a complaint in the United States District Court for the Southern District of New York, captioned Avila v. The Habit Restaurants, Inc., et al., Civil Action No.
1:20-cv-01248, against the Company and the members of the Companys Board of Directors. On February 12, 2020, a purported stockholder filed a complaint in the
United States District Court for the Southern District of New York, captioned Sterner v. The Habit Restaurants, Inc., et al., Civil Action No. 1:20-cv-01251,
against the Company and the members of the Companys Board of Directors. On February 13, 2020, a purported stockholder filed a putative class action complaint in the United States District Court for the Central District of California,
captioned Shudic v. The Habit Restaurants, Inc., et al., Civil Action No. 8:20-cv-00294, against the Company and the members of the Companys Board of
Directors. On February 20, 2020, a purported stockholder filed a complaint in the United States District Court for the Central District of California, captioned Grijalva v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01661, against the Company and the members of the Companys Board of Directors. On February 21, 2020, a purported stockholder filed a complaint in the United
States District Court for the District of New Jersey, captioned Restivo v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01927, against the
Company and the members of the Companys Board of Directors. On February 24, 2020, a purported stockholder filed a putative class action complaint in the Delaware Court of Chancery, captioned Bounds & Co. v. The
Habit Restaurants, Inc., et al., C.A. No. 2020-0124 (Del. Ch.), against the Company and the members of the Companys Board of Directors. On February 24, 2020, a purported stockholder filed a putative class action complaint in the
United States District Court for the Central District of California, captioned Stein v. The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01763,
against the Company and the members of the Companys Board of Directors. On February 26, 2020, a purported stockholder filed a complaint in the United States District Court for the Central District of California, captioned Antalan v.
The Habit Restaurants, Inc., et al., Civil Action No. 2:20-cv-01850, against the Company and the members of the Companys Board of Directors.
The complaints in these eleven actions (collectively, the Merger Litigation) allege, among other things, that the Company and the
members of the Companys Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated under the Exchange Act, and breached their fiduciary duties, by
misstating or omitting certain allegedly material information in the Proxy Statement filed with the SEC regarding the Merger. The complaints seek, among other things, injunctive relief preventing the consummation of the Merger, rescissory damages or
rescission in the event of consummation of the Merger, declaratory relief related to the disclosures in the Proxy Statement, and certain fees and expenses.