SONIC CORP. (NASDAQ:SONC) Files An 8-K Completion of Acquisition or Disposition of Assets

SONIC CORP. (NASDAQ:SONC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.

The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the “Effective Time”) and in accordance with the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) held in treasury by the Company or owned by any direct or indirect wholly owned subsidiary of the Company, (ii) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent or (iii) for which appraisal rights have been properly demanded in accordance with the General Corporation Law of the State of Delaware) was cancelled and automatically converted into the right to receive $43.50 in cash, without interest (the “Merger Consideration”), subject to the terms and conditions set forth in the Merger Agreement.

At the Effective Time and in accordance with the terms of the Merger Agreement, each option of the Company that was outstanding and unexercised immediately prior to the Effective Time (each, a “Company Option”), whether or not vested or exercisable, became vested and, at the Effective Time, each Company Option that had an exercise price per share below the Merger Consideration was cancelled and converted into the right to receive a cash payment equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of the Company Option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of such option. Each Company Option that had an exercise price per share equal to or greater than the Merger Consideration was cancelled as of the Effective Time without payment of any cash consideration. In connection with the Merger, each unvested restricted stock unit of the Company that was outstanding immediately prior to the Effective Time vested and, at the Effective Time, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Common Stock subject to such restricted stock unit.

The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2018, and is incorporated by reference into this Item 2.01.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.

In connection with the completion of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on December 7, 2018 that each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration to the Merger Agreement as set forth under Item 2.01. Nasdaq halted trading of the Common Stock prior to the opening of Nasdaq on December 7, 2018 and filed a Form 25 with the SEC to remove the Common Stock from listing on Nasdaq and to deregister the Common Stock to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Additionally, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

Item 3.03Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.

In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by law.

Item 5.01Changes in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.

The aggregate consideration used by Parent to consummate the Merger (including the funds required to pay for all equity securities of the Company in connection with the Merger) was approximately $1.6 billion, which amount was funded through a combination of borrowings under certain incremental senior secured credit facilities, new equity contributed by funds managed by Roark Capital Management LLC and cash on hand of the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

In connection with the completion of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, each of the Company’s directors immediately prior to the Effective Time ceased to be directors of the Company. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Paul Brown, Nils H. Okeson and J. David Pipes, became the directors of the Company.

Officers

As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2018, in connection with the completion of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, Clifford Hudson has retired as the Company’s Chief Executive Officer but will continue to provide services to the Company for a period commencing with the Closing Date and continuing until March 1, 2019, when Mr. Hudson will retire. Claudia San Pedro will remain the President of the Company. The Company’s Current Report on Form 8-K filed with the SEC on November 7, 2018 is incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03.

Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached hereto as Exhibit 3.2, which is incorporated by reference into this Item 5.03.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits

3.1
Amended and Restated Certificate of Incorporation of Sonic Corp.
3.2
Amended and Restated By-laws of Sonic Corp.


SONIC CORP Exhibit
EX-3.1 2 ss117852_ex0301.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONIC CORP Exhibit 3.1 Amended and Restated Certificate of Incorporation of Sonic Corp. (the “Corporation”) FIRST: The name of the Corporation is Sonic Corp.   SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company,…
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About SONIC CORP. (NASDAQ:SONC)

Sonic Corp. operates and franchises the chain of drive-thru restaurants (Sonic Drive-Ins) in the United States. As of August 31, 2016, 3,557 Sonic Drive-Ins were in operation from coast to coast in 45 states, consisting of 345 Company drive-thrus and 3,212 franchise drive-thrus. As of August 31, 2016, its restaurant design and construction consisted of a kitchen housed in a one-story building, which was approximately 1,500 square feet, flanked by canopy-covered rows of 16 to 24 parking spaces, with each space having its own payment terminal, intercom speaker system and menu board. At a Sonic Drive-In, a customer drives into one of the parking spaces, orders through the intercom speaker system and has the food delivered by a carhop and Sonic Drive-Ins also include a drive-thru lane and patio seating to provide customers with alternative dining options. Its food items include specialty drinks, such as cherry limeades and slushes, ice cream desserts and chicken sandwiches and hamburgers.

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