Jack in the Box Inc. (NasdaqGS:JACK) entered into an agreement and plan of merger to acquire Del Taco Restaurants, Inc. (NasdaqCM:TACO) from a group of shareholders for approximately $470 million on December 5, 2021. Under the terms of agreement, Del Taco shareholders will be entitled to receive $12.51 per share in cash for each Del Taco share held in a transaction valued at approximately $575 million, including existing debt. Each share of Del Taco common stock issued and outstanding as of the effective time of the merger (except for shares held by Del Taco as treasury stock, shares held by Jack in the Box or Merger Sub and shares held by holders who are entitled to and properly exercise appraisal rights with respect to such shares in accordance with Delaware law) will be converted into the right to receive $12.51 in cash without interest (the “Merger Consideration”), less any applicable withholding taxes and each Del Taco equity award granted under Del Taco's equity compensation plans (other than restricted stock awards granted in 2019 and 2021 to certain executive officers of Del Taco) will automatically accelerate and become fully vested and converted into the right to receive the Merger Consideration for each share of Del Taco common stock subject to such award (and in the case of stock options, less the applicable per share exercise price of such option). In connection with the Merger Agreement, Jack in the Box intends to finance the acquisition through the issuance of additional securitization notes from its existing program with a financing commitment provided by BofA Securities, Inc. i.e. the Company has entered into a letter agreement with BofA Securities, Inc. pursuant to which BofA Securities, Inc. has agreed to provide financing for the Merger, in an amount of up to $600 million under, and subject to the conditions set forth in, the Company's existing whole business securitization facility. As of January 26, 2022, Jack in the Box Inc. intends to refinance a portion of the Series 2019-1 Class A-2 Notes and the Series 2019-1 Variable Funding Notes with a new $1.25 billion securitized financing facility, expected to be comprised of $1.1 billion of senior secured fixed rate notes (the “2022 Notes”) and $150 million of variable funding notes. The net proceeds of the securitized financing facility are expected to be used: (i) to repay in full the Series 2019-1 Class A-2-I Notes; and (ii) To distribute to Jack in the Box SPV Guarantor, LLC and thereafter to Jack in the Box Inc. to fund a portion of the Jack in the Box Inc.'s acquisition of Del Taco Restaurants, Inc. On February 11, 2022, the financing was completed. Post completion of the acquisition, Del Taco Restaurants will be surviving as the wholly owned company of Jack in the Box. Upon completion, Del Taco common stock will be de-listed from the Nasdaq and de-registered under the Exchange Act. If the merger agreement is terminated in specified circumstances with Del Taco being liable, Del Taco will be required to pay Jack a termination fee of $14.2 million, or approximately 3% of the equity value of the Company, while Jack in the Box will be required to pay Del Taco a termination fee of $28.4 million, if the merger agreement is terminated in specified circumstances with Jack in the Box being liable.

Jack in the Box estimates that the transaction values Del Taco at a synergy adjusted multiple of approximately 7.6x trailing twelve months Adjusted EBITDA. Post completion of the acquisition, the officers and Directors of Del Taco will become officers and Directors of the surviving company. The transaction is subject to the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the adoption of the Merger Agreement by Del Taco's stockholders, the absence of a material adverse effect on Del Taco, as defined in the Merger Agreement, other customary conditions and regulatory approvals. The merger agreement includes no financing contingency. The transaction is unanimously approved by Board of Directors of both Jack in the Box and Del Taco. The Del Taco Board of Directors unanimously recommends that the shareholders vote for the proposal to adopt the merger agreement. As of March 7, 2022, Del Taco Restaurants, Inc. shareholders approved the transaction. The transaction is expected to close in the first calendar quarter of 2022. As of January 28, 2022, the transaction is expected to close on March 8, 2022. The agreement delivers immediate value to Del Taco shareholders and will greatly benefit our brand, team members, franchisees, and loyal guests for many years to come. Jack in the Box expects the transaction to be mid-single-digit accretive to earnings per share excluding transaction expenses in year one and meaningfully accretive beginning in year two once full synergizes are realized. Jack in the Box expects to maintain a leverage ratio within its target range of 4x to 5.5x total debt to Adjusted EBITDA and an investment grade credit rating. Jack in the Box expects the combined company to realize run-rate strategic and cost synergies of approximately $15 million by the end of fiscal year 2023, with approximately half of the synergies achieved in the first year.

BofA Securities is serving as exclusive financial advisor and Jonathan K. Layne and Andrew Friedman of Gibson, Dunn & Crutcher LLP are serving as legal advisors to Jack in the Box. Piper Sandler & Co. acted as exclusive financial advisor and provided fairness opinion to the Del Taco Board of Directors and Scott Williams, Eric Orsic, Benjamin Strauss, Gregory E. Heltzer, William R. Pomierski, Brandon Sarkauskas, Michael L. Boykins, Heidi J. Steele and Chris Stacker of McDermott Will & Emery LLP acted as legal advisors to Del Taco, Levy Family, Lime Partners and Belfer Investment Partners L.P. Continental Stock Transfer & Trust Company acted as transfer agent to Del Taco. Okapi Partners LLC acted as proxy solicitor to Del Taco for a fee not to exceed $0.02 million plus reimbursement of certain expenses. Piper Sandler & Co. will receive a fee, currently estimated to be approximately $7.2 million from Del Taco, $1 million of which has been earned by Piper for rendering its fairness opinion.

Jack in the Box Inc. (NasdaqGS:JACK) completed the acquisition of Del Taco Restaurants, Inc. (NasdaqCM:TACO) from a group of shareholders on March 8, 2022. As a result of the Merger, Del Taco Restaurants, Inc. became a wholly-owned subsidiary of Jack in the Box Inc. Taco's common stock will cease trading as of March 8, 2022, on the NASDAQ and will be delisted. Del Taco intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of Del Taco's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Darin Harris and Tim Mullany (JACK's Chief Executive Officer and Chief Financial Officer, respectively) became the directors of TACO. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the following became the officers of TACO: (i) John D. Cappasola, Jr. as Chief Executive Officer, (ii) Darin Harris as President, (iii) Tim Mullany as Chief Financial Officer, (iv) Sarah Super as Secretary and (v) Michael Snider as Vice President and Assistant Secretary.