Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by Dunkin' Brands Group, Inc.
(the "Company") on November 2, 2020, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") on October 30, 2020, with Inspire
Brands, Inc. ("Parent") and Parent's indirect wholly-owned subsidiary, Vale
Merger Sub, Inc. ("Merger Sub").
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on November 16, 2020, Merger Sub commenced a tender offer
(the "Offer") to acquire all of the issued and outstanding shares of the common
stock, par value $0.001 per share (the "Shares"), of the Company, at a price per
Share of $106.50, net to the holder of such Share, in cash, without interest,
subject to any applicable withholding of taxes (the "Offer Price").
The Offer expired at one minute after 11:59 p.m. (12:00 midnight) Eastern Time,
on Monday, December 14, 2020. According to American Stock Transfer & Trust
Company, the depositary for the Offer, 65,724,417 Shares were validly tendered
in accordance with the terms of the Offer and "received" (as defined in
Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware
(the "DGCL")) and not validly withdrawn, representing approximately 79.7% of the
outstanding Shares. In addition, 2,354,016 Shares were delivered through notices
of guaranteed delivery, representing approximately 2.9% of the Shares
outstanding. The number of Shares tendered satisfied the Minimum Tender
Condition (as defined in the Merger Agreement). All conditions to the Offer
having been satisfied or waived, Parent and Merger Sub accepted for payment all
Shares validly tendered (and not validly withdrawn) prior to the expiration of
the Offer and made payment for such Shares on December 15, 2020.
On December 15, 2020, as a result of its acceptance of, and payment for, the
Shares tendered in the Offer, Merger Sub acquired a sufficient number of Shares
to complete the merger of Merger Sub with and into the Company (the "Merger"),
without a vote of the stockholders of the Company pursuant to Section 251(h) of
the DGCL. Accordingly, following the consummation of the Offer, Parent and
Merger Sub effected the Merger pursuant to Section 251(h). At the effective time
of the Merger, each outstanding Share (other than (1) Shares irrevocably
accepted for purchase by Merger Sub in the Offer, (2) Shares owned by Parent,
Merger Sub or the Company or any direct or indirect wholly-owned subsidiary of
Parent or the Company, including all Shares held by the Company as treasury
stock, or (3) Shares that are held by any stockholder who is entitled to demand
and properly demands appraisal pursuant to, and who complies in all respects
with the provisions of, Section 262 of the DGCL with respect to such Shares) was
converted into the right to receive the Offer Price from Merger Sub. At the
effective time of the Merger, the Company became an indirect wholly-owned
subsidiary of Parent. As a result, a change of control of the Company occurred.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Offer and the Merger, the Company
notified The Nasdaq Global Select Market ("Nasdaq") of the consummation of the
Merger and requested that Nasdaq file with the SEC a notification of removal
from listing and/or registration on Form 25 to effect the delisting of all
Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nasdaq
filed the Form 25 with the SEC on December 15, 2020 and trading of Shares is
expected to be suspended effective prior to the open of trading on December 15,
2020. In addition, the Company intends to file a certification and notice of
termination of registration on Form 15 with the SEC requesting the termination
of registration of the Shares under Section 12(g) of the Exchange Act and the
suspension of reporting obligations under Section 13 and 15(d) of the Exchange
Act with respect to the Shares.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01 Changes in Control of Registrant
The information set forth under Items 2.01, 5.02, and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change of control of the Company
occurred and the Company became an indirect, wholly-owned subsidiary of Parent.
Parent obtained the funds necessary to fund the acquisition through (i) equity
financing of up to $5.38 billion from certain investment funds affiliated with
Roark Capital Management LLC, (ii) cash on hand, (iii) available borrowing
capacity under (x) the Series 2020-1 Class A-1 variable funding senior notes
(the "VFN Facility") of certain of Parent's wholly-owned bankruptcy-remote
subsidiaries and (y) the credit agreement of Parent's indirect, wholly-owned
subsidiary (the "Existing Credit Agreement") and (iv) newly obtained incremental
financing incurred by Parent pursuant to the Existing Credit Agreement.
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the Merger Agreement, at the effective time of the Merger,
each of Raul Alvarez, Linda Boff, Irene Chang Britt, Anthony DiNovi, Michael
Hines, David Hoffmann, Mark Nunnelly, Roland Smith, Carl Sparks, and Nigel
Travis resigned from the board of directors of the Company. These resignations
were in connection with the Merger and not as a result of any disagreements
between the Company and the resigning individuals on any matters related to the
Company's operations, policies, or practices.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, Paul J. Brown, Nils H. Okeson, and J. David Pipes, as directors of
Merger Sub as of immediately prior to the effective time of the Merger, became
the directors of the Company.
In connection with the consummation of the Merger, following the closing of the
Merger on December 15, 2020, David Hoffmann ceased to be the Company's Chief
Executive Officer. Mr. Hoffmann will remain a Senior Advisor and officer of the
Company. Each officer of the Company immediately prior to the effective time of
the Merger will continue as an officer of the Company. The Company's directors
also appointed Paul J. Brown, Nils H. Okeson, and J. David Pipes as new officers
of the Company.
Information about Mr. Brown, Mr. Okeson and Mr. Pipes is contained in the Offer
to Purchase, filed by Parent and Merger Sub as Exhibit (a)(1)(A) to the Tender
Offer Statement on Schedule TO, originally filed with the SEC on November 16,
2020, which information is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, on December 15, 2020, the
Company's certificate of incorporation and bylaws were each amended and restated
in their entirety. Copies of the amended and restated certificate of
incorporation and amended and restated bylaws are attached as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of October 30, 2020, among
the Company, Inspire Brands, Inc. and Vale Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 on the Current Report on
Form 8-K file No. 001-35258, filed on November 2, 2020)
3.1 Amended and Restated Certificate of Incorporation of Dunkin' Brands
Group, Inc. (filed herewith)
3.2 Amended and Restated Bylaws of Dunkin' Brands Group, Inc. (filed
herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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DUNKIN' BRANDS GROUP, INC. 
