UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BRAVO BRIO RESTAURANT GROUP, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
10567B109
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 9, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note.Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 2 OF 12 PAGES |
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| 1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners LLC 73-1726370 |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS* AF (See Item 3) |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or
2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,142,507 shares (See Item 5) |
| | 8 | | SHARED VOTING POWER None (See Item 5) |
| | 9 | | SOLE DISPOSITIVE POWER 1,142,507 shares (See Item 5) |
| | 10 | | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,507 shares (See Item 5) |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (See Item 5) |
| 14. | | TYPE OF REPORTING PERSON* OO – Limited Liability Company |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 3 OF 12 PAGES |
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| 1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Partners, L.P. 20-4117349 |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS* WC (See Item 3) |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or
2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,142,507 shares (See Item 5) |
| | 8 | | SHARED VOTING POWER None (See Item 5) |
| | 9 | | SOLE DISPOSITIVE POWER 1,142,507 shares (See Item 5) |
| | 10 | | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,507 shares (See Item 5) |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (See Item 5) |
| 14. | | TYPE OF REPORTING PERSON* PN – Limited Partnership |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 4 OF 12 PAGES |
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| 1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP LLC 20-4442412 |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS* AF (See Item 3) |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or
2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,142,507 shares (See Item 5) |
| | 8 | | SHARED VOTING POWER None (See Item 5) |
| | 9 | | SOLE DISPOSITIVE POWER 1,142,507 shares (See Item 5) |
| | 10 | | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,507 shares (See Item 5) |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (See Item 5) |
| 14. | | TYPE OF REPORTING PERSON* OO – Limited Liability Company |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 5 OF 12 PAGES |
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| 1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, Inc. 13-4057186 |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS* AF (See Item 3) |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or
2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,142,507 shares (See Item 5) |
| | 8 | | SHARED VOTING POWER None (See Item 5) |
| | 9 | | SOLE DISPOSITIVE POWER 1,142,507 shares (See Item 5) |
| | 10 | | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,507 shares (See Item 5) |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (See Item 5) |
| 14. | | TYPE OF REPORTING PERSON* CO – Corporation |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 6 OF 12 PAGES |
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| 1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS* AF (See Item 3) |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or
2(e) ¨ |
| 6 | �� | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,142,507 shares (See Item 5) |
| | 8 | | SHARED VOTING POWER None (See Item 5) |
| | 9 | | SOLE DISPOSITIVE POWER 1,142,507 shares (See Item 5) |
| | 10 | | SHARED DISPOSITIVE POWER None (See Item 5) |
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,142,507 shares (See Item 5) |
| 12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* ¨ |
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% (See Item 5) |
| 14. | | TYPE OF REPORTING PERSON* IN – Individual |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 7 OF 12 PAGES |
| ITEM 1. | SECURITY AND ISSUER. |
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, no par value per share (“Common Stock”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (“BBRG”).
The address of the principal executive offices of BBRG is 777 Goodale Boulevard, Suite 100, Columbus, OH 43212.
| ITEM 2. | IDENTITY AND BACKGROUND. |
| | (a), (c), (f) | This Schedule 13D is being jointly filed by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America. RMCP LLC, RMP and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” |
The principal business of RMP is investment. RMP was not formed for the specific purpose of investing in the securities of BBRG.
RMCP GP is the general partner of RMP and thus may be deemed to control RMP. The principal business of RMCP GP is investment.
RMCP LLC is the managing member of RMCP GP and thus may be deemed to control RMCP GP and each entity directly or indirectly controlled by RMCP GP. The principal business of RMCP LLC is investment.
RMCM is the managing member of RMCP LLC and thus may be deemed to control RMCP LLC and each entity directly or indirectly controlled by RMCP LLC. The principal business of RMCM is investment.
Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM and thus may be deemed to control RMCM and each entity directly or indirectly controlled by RMCM (including Red Mountain). The principal occupation of Mr. Mesdag is Managing Partner of Red Mountain. He is a U.S. citizen.
Each of J. Christopher Teets and Jack Watkinson (and each of their principal occupation) is Partner of Red Mountain. Neither Mr. Teets nor Mr. Watkinson controls any Reporting Person. Information regarding Mr. Teets and Mr. Watkinson is being included in this Schedule 13D only for purposes of complying with General Instruction C to Schedule 13D. Each of Mr. Teets and Mr. Watkinson is a U.S. citizen.
| | (b) | The principal executive offices of RMCM and Red Mountain are located at, and the principal business address of Mr. Mesdag, Mr. Teets and Mr. Watkinson is, 10100 Santa Monica Boulevard, Suite 925, Los Angeles, California 90067. |
| | (d)-(e) | During the last five years, none of the Reporting Persons, Mr. Teets or Mr. Watkinson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 8 OF 12 PAGES |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
RMP has purchased an aggregate of 1,142,507 shares of Common Stock on the open market at an aggregate purchase price (excluding trading commissions and related administrative costs) of $18,010,944. The source of the funds used by RMP to purchase such shares was working capital of RMP.
The information set forth in Item 5(c) below is hereby incorporated by reference in response to this Item 3.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Red Mountain acquired the Common Stock reported in this Schedule 13D for investment purposes because it believed that the Common Stock was undervalued and represented an attractive investment opportunity.
Red Mountain has met with the management of BBRG and expects to maintain a dialogue with management regarding, among other things, BBRG’s operations, strategic direction, capital structure and corporate governance and Red Mountain’s expectation that management will pursue appropriate measures to enhance shareholder value. In addition, Red Mountain may communicate with other persons regarding BBRG, including, without limitation, the board of directors of BBRG, other shareholders of BBRG and potential strategic or financing partners.
Red Mountain will routinely monitor and assess, among other things, (i) the financial condition, operations, prospects, capital structure and management of BBRG, (ii) the value and price of the Common Stock, (iii) relevant business developments, competitive and strategic matters and prevailing industry and market conditions, (iv) alternative investment opportunities available to Red Mountain, (v) its liquidity requirements, and (vi) other investment considerations. On the basis of such assessments, Red Mountain may, at any time and from time to time, take such actions with respect to its investment in BBRG as it deems appropriate, including, without limitation, (i) proposing measures which it believes would enhance shareholder value, (ii) seeking representation on the board of directors of BBRG, (iii) purchasing additional Common Stock or other securities of BBRG, (iv) selling some or all of any securities of BBRG held by Red Mountain, or (v) otherwise changing its intention with respect to any of the matters referenced in this Item 4.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
| | (a)-(b) | RMP beneficially owns, in the aggregate, 1,142,507 shares of Common Stock, which represent approximately 5.8% of the outstanding Common Stock.(1) RMP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 1,142,507 shares of Common Stock. |
Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMP.
Other than shares of Common Stock beneficially owned by RMP, none of the Reporting Persons, Mr. Teets or Mr. Watkinson may be deemed to beneficially own any shares of Common Stock.
| (1) | All calculations of percentage ownership in this Schedule 13D are based on 19,580,369 shares of Common Stock outstanding as of April 26, 2013, as reported in the Form 10-Q which was filed by BBRG with the Securities and Exchange Commission on April 30, 2013. |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 9 OF 12 PAGES |
Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets and Mr. Watkinson disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
| | (c) | The following table lists all transactions in Common Stock effected during the past sixty days by RMP. All such transactions were effected on the open market. |
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Shares of
Common
Stock
Purchased | | Weighted
Average
Price per
Share ($) | | | Date of
Purchase | |
4,500 | | | 15.57 | | | | 4/1/2013 | |
22,000 | | | 15.89 | | | | 4/2/2013 | |
21,264 | | | 15.93 | | | | 4/3/2013 | |
15,351 | | | 15.98 | | | | 4/4/2013 | |
11,000 | | | 15.93 | | | | 4/5/2013 | |
3,000 | | | 16.00 | | | | 4/8/2013 | |
17,000 | | | 15.96 | | | | 4/9/2013 | |
5,700 | | | 15.92 | | | | 4/10/2013 | |
27,000 | | | 15.98 | | | | 4/11/2013 | |
27,400 | | | 15.88 | | | | 4/12/2013 | |
26,400 | | | 15.58 | | | | 4/15/2013 | |
14,600 | | | 15.46 | | | | 4/16/2013 | |
7,500 | | | 15.58 | | | | 4/17/2013 | |
23,000 | | | 15.43 | | | | 4/18/2013 | |
133,000 | | | 16.00 | | | | 4/22/2013 | |
39,500 | | | 17.22 | | | | 5/9/2013 | |
3,712 | | | 17.53 | | | | 5/10/2013 | |
14,483 | | | 17.32 | | | | 5/13/2013 | |
15,000 | | | 17.24 | | | | 5/14/2013 | |
28,300 | | | 17.46 | | | | 5/15/2013 | |
40,500 | | | 17.86 | | | | 5/16/2013 | |
50,000 | | | 18.00 | | | | 5/17/2013 | |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 10 OF 12 PAGES |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons and any person with respect to any securities of BBRG.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS. |
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Exhibit No. | | Description of Exhibit |
| |
| 1 | | Joint Filing Agreement, dated as of May 20, 2013, by and among the Reporting Persons (filed herewith). |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 11 OF 12 PAGES |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 20, 2013
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| RED MOUNTAIN CAPITAL PARTNERS LLC |
|
/s/ Willem Mesdag |
| By: | | Willem Mesdag |
| Title: | | Authorized Signatory |
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| RED MOUNTAIN PARTNERS, L.P. |
| |
| By: | | RMCP GP LLC, its general partner |
| |
| | /s/ Willem Mesdag |
| | By: | | Willem Mesdag |
| | Title: | | Authorized Signatory |
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| RMCP GP LLC |
|
/s/ Willem Mesdag |
| By: | | Willem Mesdag |
| Title: | | Authorized Signatory |
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| RED MOUNTAIN CAPITAL MANAGEMENT, INC. |
|
/s/ Willem Mesdag |
| By: | | Willem Mesdag |
| Title: | | President |
|
| WILLEM MESDAG |
|
/s/ Willem Mesdag |
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| CUSIP No. 10567B109 | | SCHEDULE 13D | | PAGE 12 OF 12 PAGES |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibit |
| |
| 1 | | Joint Filing Agreement, dated as of May 20, 2013, by and among the Reporting Persons (filed herewith). |
