Inspire Brands, Inc. entered into a definitive merger agreement to acquire Dunkin' Brands Group, Inc. (NasdaqGS:DNKN) for $8.8 billion on October 30, 2020. Under the terms of the tender offer, Inspire Brands, will pay $106.5 per share in cash. Including debt the deal is valued at $11.3 billion. Inspire has obtained equity portion of the financing for the offer and the merger from certain investment funds affiliated with Roark Capital Management LLC in the amount of $5.38 billion and also intends to fund the remaining portion of the consideration payable in the offer and the merger from cash on hand and from the existing debt facilities in the amount of $2.6 billion term loan and a $250 million revolving commitment and from VFN Facility in the amount of $150 million. Post-Closing of the transaction, Dunkin' will be operating as the wholly-owned subsidiary of Inspire. Dunkin and Baskin-Robbins will operate as distinct brands within Inspire. In case of termination, Dunkin will pay a fee of $268 million to Inspire, and Inspire will pay $469 million to Dunkin based on certain conditions. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Dunkin’ Brands’ outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. Consummation of the Offer is not subject to a financing condition. The transaction has been unanimously approved by the Boards of Directors of Inspire and Dunkin’ Brands. Following the successful completion of the tender offer, Inspire will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. As of November 23, 2020, FTC granted the early termination notice. The Inside Date Condition has been waived off on December 7, 2020. The transaction is expected to close by the end of December 2020. As of December 7, 2020, the tender offer is expected to expire on December 14, 2020. Barclays acted as financial advisor and Rachael G. Coffey, Jeffrey D. Marell, Robert Zochowski, Monica Thurmond, Charles Pesant, Jordan Yarett, Amran Hussein, Sarah Stasny, Marco Masotti, Daniel Layfield, Suhan Shim, Christopher Poggi, Patricia Vaz de Almeida, Evan Berman, Mikhel Schecter, Lawrence Witdorchic, Jarrett Hoffman, Scott Sontag, Claudine Meredith-Goujon, Salvatore Gogliormella, Marta Kelly, Michelle Parikh, Steven Herzog, William O'Brien and Robert B. Schumer of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Inspire. BofA Securities, Inc. acted as financial advisor and also provided fairness opinion to Dunkin’ Brands and Jane D. Goldstein, Craig E. Marcus, Renata J. Ferrari, Peter L. Welsh, Michael S. McFalls, Patricia C. Lynch, Howard S. Glazer, William Michener, Edward G. Black, Peter A. Alpert, Elaine B. Murphy and Sarah H. Young of Ropes & Gray LLP acted as legal advisors to Dunkin’ Brands. Innisfree M&A Incorporated acted as information agent and American Stock Transfer & Trust Company, as depository to Inspire Brands, Inc. Inspire Brands, Inc. completed the acquisition of Dunkin' Brands Group, Inc. (NasdaqGS:DNKN) on December 14, 2020. A total of 65,724,417 Shares were validly tendered in accordance with the terms of the Offer and 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. Inspire Brands 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. 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 Dunkin’ and Paul J. Brown, Nils H. Okeson, and J. David Pipes became the directors of the Dunkin’. In connection with the consummation of the Merger, David Hoffmann ceased to be the Dunkin’s Chief Executive Officer. David Hoffmann will remain a Senior Advisor and officer of Dunkin’ and will report to Paul Brown. Each officer of the Dunkin’ immediately prior to the effective time of the Merger will continue as its Officer and The Dunkins’s directors also appointed Paul J. Brownf, Nils H. Okeson, and J. David Pipes as its new officers. Scott Murphy will assume the role of Head of the Inspire Beverage-Snack Category and President, Dunkin’, reporting directly to Paul Brown. Jason Maceda will assume the role of President, Baskin-Robbins reporting to Scott Murphy. The number of Shares tendered satisfied the Minimum Tender Condition and All conditions to the Offer having been satisfied or waived. Houlihan Lokey, Inc. (NYSE:HLI) acted as fairness provider to Roark Capital, a parent company of Inspire Brands, Inc.