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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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SONIC CORP.
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1. |
What was announced today?
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Sonic announced that it has entered into an agreement to be acquired by Inspire Brands, Inc. in a transaction.
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Through this transaction, which is valued at approximately $2.3 billion, Sonic will transition from being a publicly traded company to a privately held company.
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Following the completion of the transaction, Sonic will operate as a separate business unit within Inspire and will continue to be based in Oklahoma City and led by our management team.
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This means our franchise structure, branding, operations, and commitment to exceeding the expectations of our guests remains the same.
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Why are we doing this?
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We have much to gain by joining forces with this powerful group of distinct restaurants.
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As a privately held-company, we expect to have increased operational flexibility, and being part of a larger organization enables outsized investments in long-term growth initiatives and the ability to leverage scale to drive efficiencies.
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Working closely with Inspire, we will continue to provide made-to-order American classics, distinctive flavors and the most personalized guest experience in our industry.
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How did this transaction come about?
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Our agreement with Inspire validates the actions we have taken over the last year to increase traffic and improve sales while delivering differentiated offerings and superior guest service.
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We hit a milestone this year with 3,606 drive-ins in operation in 45 states.
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In a challenging market with heightened competition and changing consumer needs, we have successfully implemented a number of key strategic initiatives, including mobile order ahead, operational simplification, and a more streamlined go-to-market strategy, as we deliver the most personalized guest experience in the QSR industry, support our franchisees and drive growth.
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Our Board of Directors, taking into account the views of shareholders, conducted a comprehensive review of a wide range of strategic options to maximize shareholder value.
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Who is Inspire Brands?
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Inspire is a multi-brand restaurant company whose portfolio includes more than 4,700 Arby’s, Buffalo Wild Wings, and Rusty Taco locations worldwide.
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Inspire is majority-owned by Roark, an Atlanta-based private equity firm that specializes in consumer, multi-unit and franchise brands, including Focus Brands (Moe’s, McAllister’s, Jamba Juice), Seattle’s Best Coffee, Auntie Anne’s, Carl’s Jr / Hardee’s, Corner Bakery, and Culver’s among others.
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We have much to gain by joining forces with Inspire’s powerful group of distinct restaurants.
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Importantly, the Inspire team has great respect for our company and confidence in our future. Inspire recognizes our loyal customer base, strong differentiation in the marketplace, unique culture of collaboration with our franchisees and the important role that our employees play in driving our brand’s success.
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5. |
Who will lead Sonic going forward? What happens to Cliff Hudson and the rest of the management team?
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Inspire has a tremendous respect for Sonic’s strong leadership team and intends to keep the team in place.
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When do you expect the transaction to close?
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We expect the transaction to close by the end of the year. It is subject to the approval of Sonic shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.
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Until closing, we remain an independent company and day-to-day operations and implementation of strategic initiatives will continue as usual.
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7. |
Will salaries and benefits be affected? Will my 401k or healthcare benefits change?
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As part of the agreement, salaries and benefits will remain at equivalent levels for a period of time
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If there are any changes to compensation and benefits in the future, we expect they will remain competitive
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All outstanding options will vest immediately upon closing.
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If there are changes to compensation, we will keep you informed.
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8. |
Will I have a job? Will SONIC relocate to Atlanta?
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Sonic is a thriving business with a great talent and the business needs for great talent will continue.
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Following the completion of the transaction, Sonic will operate as a separate business unit within Inspire and will continue to be based in Oklahoma City.
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There will be some point where some changes may make sense, but that will likely be determined over time
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To be clear, based on our conversations with Inspire, it is clear that this transaction is about growth, not cost cutting.
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We commit to transparency and open communication as we move forward.
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The best thing you can do is remain focused on your job.
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How does this benefit our guests?
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Working closely with Inspire, we will continue to provide made-to-order American classics, distinctive flavors and the most personalized guest experience in our industry.
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In addition, being part of a larger organization enables outsized investments in long-term growth initiatives and the ability to leverage scale to drive efficiencies.
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My team has goals, objectives and budget for FY19, how do we approach these?
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Business should continue as normal, we have an obligation to franchisees, each other, and shareholders to continue the good work we’ve accomplished together.
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We have achieved much over the past year and still have much to accomplish. Your focus and commitment to the brand, our franchisees and fellow employees is important.
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We have a great culture with a strong history of delivering for our guests; this will not change.
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Based on our conversations with Inspire, it is clear that this transaction is about growth, not cost cutting.
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What should I do if I receive inquiries from the media?
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As a reminder, it is important that we continue to speak with one voice.
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Should you receive any inquiries from the media, please follow our media protocol and contact Christi Woodworth, VP of Public Relations, at 405-627-1260 or christi.woodworth@sonicdrivein.com.
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If I have further questions about the announcement, who should I ask?
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If you have additional question or concerns please ask your supervisor, VP or senior leader.
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