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): May 13, 2015

DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Name of registrant in its charter)

Nevada	000-53577	03-0606420
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	27680 Franklin Road Southfield, MI  48034
(Address of principal executive offices)

Registrant's telephone number:  (248) 223-9160

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]    Written communications pursuant to Rule 425 under the Securities Act

[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement

On May 13, 2015, AMC Wings, Inc., a wholly-owned subsidiary of Diversified Restaurant Holdings, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) to acquire substantially all of the assets of A Sure Wing, LLC, a Missouri limited liability company (the “Seller”). The assets to be acquired consist primarily of 18 existing Buffalo Wild Wings restaurants, including 15 in Missouri and three in Illinois. As consideration for the acquisition of the assets, the Company will pay $54.0 million in cash at closing, subject to adjustment for cash on hand, inventory and certain prorated items. Seller will reimburse the Company for one-half of all fees imposed by Buffalo Wild Wings International, Inc. (“BWLD”) under its franchise agreements for the transfer of these restaurants. The Purchase Agreement is subject to customary pre-closing conditions, including a financing condition in favor of the Company. BWLD has waived its right of first refusal under the franchise agreements with regard to the proposed acquisition.

On May 14, 2015, the Company issued a press release announcing the execution of the Purchase Agreement, a copy of which is attached as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

DRH will host a conference call with an accompanying slide presentation, a copy of which is attached as Exhibit 99.2, to discuss the acquisition today at 5:00 PM Eastern Daylight Time. The conference call can be accessed live by dialing 1-877-407-3982 or 1-201-493-6780 for international callers. An audio replay will be available starting two hours after the end of the call and can be accessed by dialing 1-877-870-5176 or 1-858-384-5517 for international callers; the conference ID is 13610145. The replay will be available until 12:00 AM Eastern Daylight Time, May 21, 2015.

The live and later archived webcast can be accessed through the Company's website at www.diversifiedrestaurantholdings.com.

The information set forth in this Item 7.01, including without limitation the slide presentation, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

Exhibit No. Description

99.1	Press Release dated May 14, 2015
99.2	Diversified Restaurant Holdings, Inc. Slide Presentation dated May 14, 2015

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIVERSIFIED RESTAURANT HOLDINGS, INC.
Dated:  May 14, 2015	By:	/s/ David G. Burke
	Name:	David G. Burke
	Title:	Chief Financial Officer (Principal    Financial and Accounting Officer)

Exhibit Index

Exhibit No. Description

99.1	Press Release dated May 14, 2015
99.2	Diversified Restaurant Holdings, Inc. Slide Presentation dated May 14, 2015

EX-99.1

Press Release

Diversified Restaurant Holdings, Inc. to Acquire Eighteen Buffalo Wild Wings Restaurants

$54 Million Accretive Transaction Expected to Close in July

Conference Call to Discuss Acquisition Scheduled for 5:00 PM EDT Today

SOUTHFIELD, Mich., May 14, 2015 (GLOBE NEWSWIRE) -- Diversified Restaurant Holdings, Inc. (Nasdaq: BAGR) ("DRH" or the "Company"), the creator, developer and operator of the unique, full-service, ultra-casual restaurant and bar Bagger Dave's Burger Tavern® ("Bagger Dave's") and one of the largest franchisees for Buffalo Wild Wings® ("BWW"), announced today its intention to acquire eighteen Buffalo Wild Wings restaurants in the St. Louis area for $54 million. Buffalo Wild Wings Inc. has already provided the waiver of its Right of First Refusal. The acquisition will allow DRH to own the entire St. Louis market and also provide for the opportunity to open new BWW stores.

Subject to customary closing conditions, the accretive transaction is expected to close in July and is conditioned upon availability of financing. DRH has engaged Citizens Bank, its senior lender, to lead a bank syndicate in order to finance 100% of the transaction with a senior-secured debt facility. DRH is confident that the facility will close and the resulting leverage and coverage ratios will remain comfortably within the Company’s covenant limits. The Company intends to update its annual guidance upon the closing of the transaction.

Michael Ansley, President and CEO of DRH, commented, "We are delighted to be acquiring 18 highly-successful and very profitable BWW restaurants in the St. Louis area. We expect they will be immediately accretive to earnings, reinforce our already strong leadership position in the BWW system, and allow us to expand into a new market with opportunities for future growth and in close proximity to our core geography. Throughout our history, we have proven our ability to leverage our ‘best practices’ expertise, G&A infrastructure and systems to drive higher unit volumes and stronger profitability at acquired BWW restaurants in Indiana, Illinois and Florida. We are therefore highly confident that we can apply our know-how to this transaction as well, and in doing so, enhance shareholder value.”

Conference Call

DRH will host a conference call with an accompanying slide presentation to discuss the acquisition today at 5:00 PM Eastern Daylight Time. The conference call can be accessed live by dialing 1-877-407-3982 or 1-201-493-6780 for international callers. A replay will be available two hours after the end of the call and can be accessed by dialing 1-877-870-5176 or 1-858-384-5517 for international callers; the conference ID is 13610145. The replay will be available until midnight on May 21, 2015.

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The live and later archived webcast can be accessed through the Company's website at www.diversifiedrestaurantholdings.com.

Upcoming Investment Conference

DRH will present at the Stephens Spring Investment Conference on Tuesday, June 2, 2015 at The New York Palace Hotel. The presentation will begin at 4:00 PM Eastern Daylight Time. Additionally, DRH will be participating in one-on-one meetings with investors at the conference. Interested investors should contact the conference organizers at Stephens Inc.

About Diversified Restaurant Holdings

Diversified Restaurant Holdings, Inc. (Nasdaq: BAGR) ("DRH" or the "Company") owns and operates Bagger Dave's Burger Tavern, a full-service, family-friendly restaurant and full bar with a casual, comfortable atmosphere specializing in custom-built, proprietary, fresh prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted beers on draft, hand-dipped milk shakes, salads, black bean turkey chili, and much more. There are currently 26 company-owned Bagger Dave's restaurants in Michigan and Indiana. For more information, visit www.baggerdaves.com.

The Company also operates 42 Buffalo Wild Wings Grill & Bar franchised restaurants in Indiana, Illinois, Michigan, and Florida.

The Company routinely posts news and other important information on its website at www.diversifiedrestaurantholdings.com.

Safe Harbor Statement

The information made available in this news release contains forward-looking statements which reflect DRH's current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company's actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of DRH. Forward-looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.

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CONTACT: For more information contact:

Investor Relations Contact:

Raphael Gross

ICR Inc.

203.682.8253

raphael.gross@icrinc.com

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EX-99.2

NASDAQ: BAGR Acquisition Announcement May 2015 NASDAQ: BAGR Michael Ansley President, CEO & Board Chairman David G. Burke Chief Financial Officer & Treasurer © 2015 by Diversified Restaurant Holdings, Inc.​ Acquisition Announcement May 14, 2015 Michael Ansley President, CEO & Board Chairman David G. Burke Chief Financial Officer & Treasurer

NASDAQ: BAGR Safe Harbor Statement 2 The information made available in this presentation contains forward-looking statements which reflect the Company’s current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company's actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of Diversified Restaurant Holdings, Inc. (“DRH”). Forward- looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.

NASDAQ: BAGR Overview of Transaction  On May 14, Diversified Restaurant Holdings (DRH) announced the prospective acquisition of 18 Buffalo Wild Wings restaurants in the St. Louis market for a purchase price of $54 million  Buffalo Wild Wings, Inc. has provided the waiver of its Right of First Refusal  DRH has engaged Citizens Bank, its senior lender, to lead a bank syndicate in order to finance 100% of the transaction with a senior-secured debt facility  The transaction is expected to close by July 2015 and is conditioned upon availability of financing 3

NASDAQ: BAGR Overview of St. Louis Restaurants Number of restaurants: 18 Estimated* Annual Run-Rate Rev: $40.0-42.0 million Average age of restaurants: Approximately 6 years Estimated* Rest.-Level EBITDA $8.5-$9.5 million 4 Rationale for Acquisition:  Continued confidence in the Buffalo Wild Wings concept  Immediately accretive acquisition of profitable restaurants  Opportunity to leverage G&A infrastructure  Implementation of best practices  Close proximity to core DRH geography (Midwest)  History of successful acquisition integration ⃰ Estimates are based upon unaudited financial statements furnished by the Seller and are subject to change based upon a subsequent audit to be performed.

NASDAQ: BAGR $2.1 $2.3 $2.5 $2.8 8.6% 5.1% 14.2% 19.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 1.0 1.5 2.0 2.5 $3.0 2011 2012 2013 2014 AUV Restaurant-Level EBITDA Margin (AUV, US$ in millions) (% Margin) Pre-Acquisition Post-Acquisition Case Study: 2012 BWW Acquisition  On September 28, 2012, Diversified Restaurant Holdings acquired eight Buffalo Wild Wings restaurants in Indiana and Illinois  Significant increase in average unit volumes since acquisition  In the two years since the acquisition, profitability has increased fourfold as a result of investing in labor to drive results Pre-Acquisition Post-Acquisition 2011 2012 2013 2014 ∆ from 2012 COGS 32.3% 36.4% 31.0% 28.4% (800) bps Occupancy 8.4% 7.9% 8.1% 6.7% (120) bps Other OpEx 28.9% 30.4% 21.6% 21.1% (930) bps Labor 21.7% 20.2% 25.2% 24.7% 450 bps RL EBITDA 8.6% 5.1% 14.2% 19.0% 1400 bps  Controlled cost while investing in labor to drive sales and profitability Restaurant-Level Costs as % of Revenue 5

NASDAQ: BAGR 22 33 36 42 42 6 11 18 24 3 24 5-6 18 0 20 40 60 80 100 2011 2012 2013 2014 2015E BWW Bagger Dave's 2015 Store-Count Outlook 6 Acquired BWW (St. Louis) New Bagger Dave’s Existing Bagger Dave’s New BWW Existing BWW 28 44 54 66 92-93  2015 restaurant unit increase of approximately 40%  No change to current new restaurant development schedule