Form 8-K

Date: June 22, 2012

P.F. Chang’s China Bistro, Inc.

/s/ Richard L. Federico

Richard L. Federico

Chief Executive Officer

0001193125-12-280743.txt : 20120622 0001193125-12-280743.hdr.sgml : 20120622 20120622172200 ACCESSION NUMBER: 0001193125-12-280743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P F CHANGS CHINA BISTRO INC CENTRAL INDEX KEY: 0001039889 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 860815086 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 12923159 BUSINESS ADDRESS: STREET 1: 7676 E. PINNACLE PEAK RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 480-888-3000 MAIL ADDRESS: STREET 1: 7676 E. PINNACLE PEAK RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 8-K 1 d371311d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2012

P.F. Chang’s China Bistro, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25123

86-0815086

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


7676 E. Pinnacle Peak Road, Scottsdale, Arizona		85255
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (480) 888-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 22, 2012, P.F. Chang’s China Bistro, Inc. (the “Company”) and Centerbridge Partners, L.P. (“Centerbridge”) announced the execution of a senior notes note purchase agreement and the entry into a credit agreement relating to the financing of the proposed acquisition of the Company pursuant to the terms of the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of May 1, 2012, by and among Wok Parent LLC (“Parent”), Wok Acquisition Corp. (“Purchaser”) and the Company.

In addition and in connection therewith, on June 22, 2012, the Company, Parent and Purchaser entered into an amendment (the “Amendment”) to the Merger Agreement. Pursuant to the Amendment, it is no longer a condition precedent to the completion of the Purchaser’s pending tender offer that Purchaser receive any debt financing proceeds. In addition, the Amendment provides Purchaser with the right to extend (or re-extend) the tender offer and the expiration date of the tender offer for one or more periods, in consecutive increments of up to ten business days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree), provided that if the proceeds of the committed debt financing (or the proceeds of any alternative debt financing obtained in accordance with the terms of the Merger Agreement) have been received by Purchaser or Parent or would be received by Purchaser or Parent at the offer closing or the merger closing, as applicable, Purchaser shall only have a one-time right to extend (or re-extend) the tender offer and such extension shall be for a period of not less than five business days. In addition, the Company will have the right to require Purchaser to extend the tender offer beyond the expiration date if the Company’s previously filed proxy statement with respect to the Merger Agreement has not been cleared by the Securities and Exchange Commission (the “SEC”) prior to such expiration date and all of the tender offer conditions have been satisfied or, to the extent waivable, have been waived by Purchaser or Parent, but the proceeds of the committed debt financing (or the proceeds of any alternative debt financing obtained in accordance with the terms of the Merger Agreement) have not been received by Purchaser or Parent or would not be received by Purchaser or Parent at the offer closing or the merger closing, as applicable, and neither Purchaser nor Parent has exercised the right to extend (or re-extend) the tender offer prior to such time.

The tender offer is scheduled to expire at midnight at the end of the day on June 28, 2012, unless further extended, and remains subject to the other conditions described in the tender offer materials previously filed with the SEC, including the tender of at least 83% of the outstanding shares of the Company common stock. Centerbridge and the Company anticipate that the closing of the tender offer and the subsequent merger of Purchaser into the Company will occur on June 29, 2012, subject to the satisfaction or waiver of the other conditions described in the tender offer materials.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Company’s press releases with respect to the foregoing are attached hereto as Exhibits 99.1 and 99.2, and are incorporated herein by reference.

Forward Looking Statements

This report may contain “forward-looking statements” that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding information regarding the intent, belief or current expectation of the Company and members of its senior management team. Forward-looking statements include, without limitation, statements regarding business combinations and similar transactions, prospective performance and opportunities and the outlook for the Company’s businesses, performance and opportunities and regulatory approvals, the anticipated timing of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the completion of the tender offer and the completion and timing of the merger and the related financing; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities. In addition, the Company’s actual performance and financial results may differ materially from those currently anticipated due to a number of risk and uncertainties, including, but not limited to, failure of the Company’s existing or new restaurants to achieve expected results; damage to the Company’s brands or reputation; inability to successfully expand the Company’s operations; changes in general economic conditions and dependence on sales concentrated in certain geographic areas; intense competition in the restaurant industry; changes in government legislation that may increase labor costs; litigation; adverse public or medical opinions about the health effects of consuming the Company’s products; failure to comply with governmental regulations; changes in food costs; the inability to retain key personnel; federal and state tax rules could negatively impact results of operations and financial position; fluctuating insurance requirements and costs; seasonality of the Company’s business; adverse impact if information technology and computer systems do not perform properly. More detailed information about the Company and the risk factors that may affect the realization of any forward-looking statements is set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, as well as the tender offer documents filed by Purchaser and certain of its affiliates and the solicitation/ recommendation statement filed by the Company. All of the materials related to the offer (and all other offer documents filed with the SEC) are available at no charge from the SEC through its website at

www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

Notice to Investors

This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock has been made pursuant to a tender offer statement on Schedule TO (as amended from time to time), containing an Offer to Purchase and related tender offer documents, initially filed by Purchaser and certain of its affiliates with the SEC on May 15, 2012. The Company initially filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time) with respect to the tender offer with the SEC on May 15, 2012. These documents contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. The tender offer materials will be sent free of charge to all stockholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) may be obtained at no charge by directing a request by mail to Georgeson Inc., at 199 Water Street, 26th Floor, New York, NY 10038-3560, or by calling toll-free at (866) 300-8594.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, the Company has filed a proxy statement with the SEC. Additionally, the Company has and will file other relevant materials with the SEC in connection with the proposed acquisition of the Company pursuant to the Merger Agreement. The materials filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. After the Company’s filing thereof, investors and stockholders will also be able to obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

The Company and its respective directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2012 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended January 1, 2012, and the proxy statement and other relevant materials which have been filed with the SEC in connection with the transaction. Information concerning the interests of the Company’s potential participants, which may, in some cases, be different than those of the Company’s stockholders generally, are set forth in the proxy statement relating to the transaction.

Contact Information

Investors:

Allison Schulder

(480) 888-3000

allison.schulder@pfcb.com

Media:

Matt Sherman / Averell Withers / Joe Berg

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated June 22, 2012, by and among Wok Parent LLC, Wok Acquisition Corp. and P.F. Chang’s China Bistro, Inc.

99.1		Press Release issued by P.F. Chang’s China Bistro, Inc. on June 22, 2012.

99.2		Joint Press Release issued by P.F. Chang’s China Bistro, Inc. and Centerbridge Partners, L.P. on June 22, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated June 22, 2012, by and among Wok Parent LLC, Wok Acquisition Corp. and P.F. Chang’s China Bistro, Inc.

99.1		Press Release issued by P.F. Chang’s China Bistro, Inc. on June 22, 2012.

99.2		Joint Press Release issued by P.F. Chang’s China Bistro, Inc. and Centerbridge Partners, L.P. on June 22, 2012.

EX-2.1 2 d371311dex21.htm AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 to Agreement and Plan of Merger

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of June 22, 2012, is by and among Wok Parent LLC, a Delaware limited liability company (“Parent”), Wok Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and P.F. Chang’s China Bistro, Inc., a Delaware corporation (the “Company”).

WHEREAS, Parent, Purchaser and the Company entered into that certain Agreement and Plan of Merger dated as of May 1, 2012 (the “Merger Agreement”);

WHEREAS, Purchaser commenced the Offer on May 15, 2012;

WHEREAS, Parent, Purchaser and the Company now intend to amend certain provisions of the Merger Agreement as set forth herein; and

WHEREAS, the respective Boards of Directors of Purchaser, Parent and the Company have approved the execution and delivery of this Amendment on behalf of Purchaser, Parent and the Company, as applicable, and the Company hereby reaffirms the Company Board Recommendation.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Purchaser, and the Company agree as follows:

SECTION 1. Defined Terms. Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Merger Agreement.

SECTION 2. Amendments to Merger Agreement.

2.1 Section 1.1(d) is hereby amended by adding a new third sentence to read as follows:

“In addition, notwithstanding anything in this Agreement to the contrary, (i) Purchaser shall have the right in its sole discretion to extend (or re-extend) the Offer and expiration date beyond any Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) and (ii) if, at any Expiration Date, all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Purchaser or Parent, but the Debt Financing (or, in the case alternative debt financing has been obtained in accordance with Section 5.13(d) for all the Debt Financing, such alternative debt financing) has not been received by Purchaser or Parent or would not be received by Purchaser or Parent in accordance with the terms thereof at the Offer Closing or the Merger Closing, as applicable, and the Acceptance Time has not occurred and neither Purchaser nor Parent has exercised the right to extend

(or re-extend) the Offer in accordance with clause (i) above prior to such time as required by applicable Law, the Company shall have the right to require Purchaser to extend the Offer beyond the Expiration Date if the Proxy Statement Clearance Date has not occurred prior to such Expiration Date; provided, however, that, if, at any Expiration Date, all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Purchaser or Parent and the Debt Financing (or, in the case alternative debt financing has been obtained in accordance with Section 5.13(d) for all the Debt Financing, such alternative debt financing) has been received by Purchaser or Parent or would be received by Purchaser or Parent in accordance with the terms thereof at the Offer Closing or the Merger Closing, as applicable, Purchaser or Parent shall only have a one-time right to extend the Offer pursuant to clause (i) above and such extension shall be for a period of not less than five (5) Business Days; and provided, further, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date or, if earlier, the date that is five (5) Business Days following the Proxy Statement Clearance Date.”

2.2 The Financing Proceeds condition is hereby deleted. Accordingly, Section (c) of Annex A of the Merger Agreement shall be amended in its entirety to read: “[Intentionally Omitted.]” All other references in the Merger Agreement to the Financing Proceeds Condition are hereby deleted.

SECTION 3. Effect on Merger Agreement. Other than as specifically set forth herein, all other terms and provisions of the Merger Agreement shall remain unaffected by the terms of this Amendment, and shall continue in full force and effect.

SECTION 4. Severability. Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Amendment or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Amendment is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Amendment shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

SECTION 5. Captions. The captions herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof.

SECTION 6. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together

shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means.

SECTION 7. Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns as provided in the Merger Agreement.

SECTION 8. Applicable Law; Jurisdiction. This Amendment and all actions (whether at law, in contract, in tort or otherwise) arising out of or relating to this Amendment or the negotiation, validity or performance of this Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Amendment or the negotiation, validity or performance of this Amendment shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AMENDMENT.

SECTION 9. Entire Agreement. This Amendment and the Merger Agreement, including the exhibits and annexes thereto, the Company Disclosure Letter, the documents and instruments relating to the Offer and the Merger referred to in this Amendment and the Merger Agreement and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Amendment and the Merger Agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.


WOK PARENT LLC

By:		/s/ Jason Mozingo
		Name: Jason Mozingo
		Title: President

WOK ACQUISITION CORP.

By:		/s/ Jason Mozingo
		Name: Jason Mozingo
		Title: President

P.F. CHANG’S CHINA BISTRO, INC.

By:		/s/ Richard L. Federico
		Name: Richard L. Federico
		Title: Chief Executive Officer

[AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER]

EX-99.1 3 d371311dex991.htm JOINT PRESS RELEASE Joint Press Release

Exhibit 99.1

CENTERBRIDGE PARTNERS L.P. AND P.F. CHANG’S CHINA BISTRO, INC.

ANNOUNCE PRICING OF $300 MILLION OF 10.25% SENIOR NOTES DUE

2020 OF WOK ACQUISITION CORP.

June 22, 2012 – Scottsdale, Arizona – P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (the “Company”) today announced that Wok Acquisition Corp. (the “Issuer”) has priced a private offering of $300 million in aggregate principal amount of its 10.25% senior notes due 2020. The notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on or about June 29, 2012, subject to customary closing conditions including, without limitation, the closing of the Acquisition as described below.

The net proceeds from the offering, together with other funding sources, will be used to fund the previously announced acquisition of the Company by affiliates of Centerbridge Partners L.P. (the “Acquisition”), pay related fees and expenses and provide for ongoing working capital support and general corporate purposes. Unless the Acquisition is consummated prior to or concurrently with the closing of the offering, the gross proceeds from the offering will be deposited into a segregated escrow account for the benefit of the holders of the notes, and the Issuer (or an affiliate of Centerbridge Partners L.P. on behalf of the Issuer) will contribute into the escrow account additional funds in cash in an amount necessary to fund a special mandatory redemption of the notes in accordance with the escrow agreement. Such amounts will remain in escrow until either (i) the Acquisition is consummated and certain other conditions are met or (ii) the special mandatory redemption of the notes occurs. If the Acquisition is not consummated within the time periods required under the escrow agreement and, in any event, on or prior to November 7, 2012, the notes will be subject to special mandatory redemption at a redemption price equal to 100% of the initial issue price of the notes set forth above plus accrued and unpaid interest and accretion, if any, to (but excluding) the redemption date.

The notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About P.F. Chang’s

warm environment offering attentive counter service and take-out flexibility. In addition, the Company has extended its brands to international markets, airport locations, and retail products all of which are operated under licensing agreements.

Forward Looking Statements

This press release may contain “forward-looking statements” that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding information regarding the intent, belief or current expectation of the Company and members of its senior management team. Forward-looking statements include, without limitation, statements regarding business combinations and similar transactions, prospective performance and opportunities and the outlook for the Company’s businesses, performance and opportunities and regulatory approvals, the anticipated timing of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the completion of the tender offer and the completion and timing of the merger and the related financing; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities. In addition, the Company’s actual performance and financial results may differ materially from those currently anticipated due to a number of risk and uncertainties, including, but not limited to, failure of the Company’s existing or new restaurants to achieve expected results; damage to the Company’s brands or reputation; inability to successfully expand the Company’s operations; changes in general economic conditions and dependence on sales concentrated in certain geographic areas; intense competition in the restaurant industry; changes in government legislation that may increase labor costs; litigation; adverse public or medical opinions about the health effects of consuming the Company’s products; failure to comply with governmental regulations; changes in food costs; the inability to retain key personnel; federal and state tax rules could negatively impact results of operations and financial position; fluctuating insurance requirements and costs; seasonality of the Company’s business; adverse impact if information technology and computer systems do not perform properly. More detailed information about the Company and the risk factors that may affect the realization of any forward-looking statements is set forth in the Company’s filings with the Securities and Exchange

Commission (the “SEC”), including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, as well as the tender offer documents filed by the Issuer and certain of its affiliates and the solicitation/ recommendation statement filed by the Company. All of the materials related to the offer (and all other offer documents filed with the SEC) are available at no charge from the SEC through its website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock has been made pursuant to a tender offer statement on Schedule TO (as amended from time to time), containing an Offer to Purchase and related tender offer documents, initially filed by the Issuer and certain of its affiliates with the SEC on May 15, 2012. The Company initially filed a Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended from time to time) with respect to the tender offer with the SEC on May 15, 2012. These documents contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. The tender offer materials will be sent free of charge to all stockholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) may be obtained at no charge by directing a request by mail to Georgeson Inc., at 199 Water Street, 26th Floor, New York, NY 10038-3560, or by calling toll-free at (866) 300-8594.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, the Company has filed a proxy statement with the SEC. Additionally, the Company has and will file other relevant materials with the SEC in connection with the proposed acquisition of the Company pursuant to the terms of an Agreement and Plan of Merger, dated as of May 1, 2012 by and among the Company, Wok Parent LLC and the Issuer. The materials filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. After the Company’s filing thereof, investors and stockholders will also be able to obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

Contact Information

Investors:

Allison Schulder

(480) 888-3000

allison.schulder@pfcb.com

Media:

Matt Sherman / Averell Withers / Joe Berg

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

EX-99.2 4 d371311dex992.htm JOINT PRESS RELEASE ON JUNE 22, 2012 Joint Press Release on June 22, 2012

Exhibit 99.2

CENTERBRIDGE PARTNERS, L.P. AND P.F. CHANG’S CHINA BISTRO, INC.

ANNOUNCE AMENDMENT TO MERGER AGREEMENT

Scottsdale, Arizona and New York, New York, June 22, 2012 — P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (the “Company”) and Centerbridge Partners, L.P. (“Centerbridge”) today announced the execution of a senior notes note purchase agreement and the entry into a credit agreement relating to the financing of the proposed acquisition of the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of May 1, 2012, by and among Wok Parent LLC (“Parent”), Wok Acquisition Corp. (“Purchaser”) and the Company. In connection therewith, the Company and Centerbridge agreed to amend the merger agreement and delete the financing proceeds condition to Purchaser’s tender offer to acquire all of the outstanding shares of Company common stock. Prior to this amendment, Purchaser was not obligated to accept shares tendered in the tender offer unless Parent had received the proceeds of the financing commitments from the lenders as described in the debt commitment letter executed in connection with the entry into the merger agreement. The tender offer is scheduled to expire at midnight at the end of the day on June 28, 2012, unless further extended, and remains subject to the other conditions described in the tender offer materials, including the tender of at least 83% of the outstanding shares of the Company common stock.

The amendment to the merger agreement also provides, among other things, that Purchaser will have the right in its sole discretion to extend the offer for one or more periods, in consecutive increments of up to 10 business days each (the precise length of which is in Parent’s sole discretion).

Subject to the satisfaction or waiver of the other conditions described in the tender offer materials, Centerbridge and the Company anticipate that the closing of the tender offer and the subsequent merger of Purchaser into the Company will occur on June 29, 2012. Centerbridge will file with the SEC an amendment to its tender offer statement on Schedule TO setting forth the terms of the amended merger agreement.

About P.F. Chang’s

P.F. Chang’s China Bistro, Inc. owns and operates two restaurant concepts in the Asian niche. P.F. Chang’s China Bistro features a blend of high-quality, Chinese-inspired cuisine and American hospitality in a sophisticated, contemporary bistro setting. Pei Wei Asian Diner offers a modest menu of freshly prepared pan-Asian cuisine in a relaxed, warm environment offering attentive counter service and take-out flexibility. In addition, the Company has extended its brands to international markets, airport locations, and retail products all of which are operated under licensing agreements. The Company has also announced an agreement to exercise its right to convert an outstanding loan facility it provided to True Food Kitchen, a Fox Restaurant Concept specializing in healthy, locally sourced and globally inspired meals, to a majority equity position in True Food Kitchen. The Company and True Food Kitchen recently agreed to postpone the effective date of the conversion until October 31, 2012, provided that if the merger of Purchaser into the Company as described in the tender offer materials is consummated before this date, the Company’s conversion election will be automatically terminated and rescinded and the loan facility will continue to operate in full force and effect and on the same terms and conditions after the merger as prior to the Company’s conversion election.

About Centerbridge

Centerbridge Partners, L.P. is a private investment firm headquartered in New York City with approximately $20 billion in capital under management. The firm focuses on private equity and credit investments. The firm is dedicated to partnering with world-class management teams across targeted industry sectors to help companies achieve their operating and financial objectives.

Forward Looking Statements

effects of consuming the Company’s products; failure to comply with governmental regulations; changes in food costs; the inability to retain key personnel; federal and state tax rules could negatively impact results of operations and financial position; fluctuating insurance requirements and costs; seasonality of the Company’s business; adverse impact if information technology and computer systems do not perform properly. More detailed information about the Company and the risk factors that may affect the realization of any forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, as well as the tender offer documents filed by Purchaser and certain of its affiliates and the solicitation/ recommendation statement filed by the Company. All of the materials related to the offer (and all other offer documents filed with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock has been made pursuant to a tender offer statement on Schedule TO (as amended from time to time), containing an Offer to Purchase and related tender offer documents, initially filed by Purchaser and certain of its affiliates with the SEC on May 15, 2012. The Company initially filed a Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended from time to time) with respect to the tender offer with the SEC on May 15, 2012. These documents contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. The tender offer materials will be sent free of charge to all stockholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) may be obtained at no charge by directing a request by mail to Georgeson Inc., at 199 Water Street, 26th Floor, New York, NY 10038-3560, or by calling toll-free at (866) 300-8594.

Additional Information about the Merger and Where to Find It

from the Company by contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or investorrelations@pfcb.com. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.

Contact Information

Investors:

Allison Schulder

(480) 888-3000

allison.schulder@pfcb.com

Media:

Matt Sherman / Averell Withers / Joe Berg

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449