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of competent jurisdiction and as a result of such proceeding 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.
(f) The citizenship of each executive officer
and director of the Reporting Persons is set forth on Schedule A.
The Reporting Persons have entered into a Joint Filing Agreement, dated
as of April 13, 2017, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k)(1) of the Exchange Act.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to, and subject to the terms and conditions contained in, the Voting Agreement (as defined below) described in Item 4 of this
Statement, the Reporting Persons may be deemed to have acquired beneficial ownership of the Subject Shares (as defined below) by virtue of the execution of the Voting Agreement by Rye Parent, Merger Sub and certain stockholders of PNRA. As a result
of Merger Sub being its indirect wholly owned subsidiary, Rye Parent Holdco, Rye Holdings, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Donata, Agnaten, and Lucresca may be deemed to share beneficial ownership of the Subject Shares
that Merger Sub may be deemed to beneficially own. No payments were made by or on behalf of the Reporting Persons in connection with the execution of the Merger Agreement or the execution of the Voting Agreement. It is currently anticipated that Rye
Parent or Merger Sub will finance the acquisition of Shares in the Merger through a combination of the issuance of debt by affiliates of Bank of America, N.A., JPMorgan Chase Bank, N.A., and Goldman Sachs Bank USA, as well as equity contributions by
the Reporting Persons, affiliates of BDT Capital Partners, LLC, and potentially other parties.
Item 4. Purpose of
Transaction.
Merger Agreement
On April 4, 2017, Rye Parent, Merger Sub, and JAB Holdings entered into an Agreement and Plan of Merger (the Merger Agreement)
with PNRA, providing for the merger of Merger Sub with and into PNRA (the Merger), with PNRA surviving the Merger as a wholly owned subsidiary of Rye Parent. Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the Effective Time), each issued and outstanding Share, except for certain excluded shares, will be automatically cancelled and converted into the right to receive $315.00 in cash (the Merger
Consideration).
In addition, subject to the terms and conditions of the Merger Agreement, at the Effective Time, (a) each
outstanding stock option and stock appreciation right of PNRA will accelerate and will be converted into the right to receive a cash amount based on the spread, if any, between the Merger Consideration and the exercise price payable per share under
such stock option or stock appreciation right, as applicable, (b) each outstanding restricted share of PNRA will accelerate and receive the same treatment as the Common Stock, in each case, paid as soon as reasonably practicable after the
Effective Time, net of any applicable withholding taxes. In addition, each outstanding performance award of PNRA will be cancelled and converted into the right to receive a cash amount based on the greater of target and actual performance determined
through the Effective Time, to be paid as follows: (i) a pro-rata portion of each performance award will be paid as soon as reasonably practicable after the Effective Time; and (ii) the remaining
portion of each performance award will be paid on the earlier of the date on which such performance award was originally scheduled to vest (subject to the holders continued employment with PNRA or any of its affiliates through such date), and
the holders termination of employment without cause or resignation for good reason, in each case, net of any applicable withholding taxes.
Consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the adoption of the
Merger Agreement by the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote at a meeting of PNRAs stockholders, (ii) the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iii) other customary closing conditions, including (a) the absence of any law, order, or pending action by a
