UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

Dunkin’ Brands Group, Inc.

(Name of Subject Company)

Vale Merger Sub, Inc.

(Offeror)

Inspire Brands, Inc.

(Parent of Offeror)

(Names of Filing Persons)

Common stock, par value $0.001 per share

(Title of Class of Securities)

265504100

(CUSIP Number of Class of Securities)

Nils H. Okeson

Chief Administrative Officer, General Counsel and Secretary

Three Glenlake Parkway

Atlanta, GA 30328

(678) 514-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Jeffrey D. Marell, Rachael G. Coffey, and Robert B. Schumer

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*    Amount of Filing Fee**
$8,862,928,598    $966,946

 

*

Calculated solely for purposes of determining the filing fee. The transaction value was calculated by adding (a) 82,417,076 shares of common stock, par value $0.001 per share (the “Shares”), of Dunkin’ Brands Group, Inc., a Delaware corporation (“Dunkin’ Brands”), issued and outstanding, multiplied by the offer price of $106.50 per Share, (b) 1,214,659 Shares issuable pursuant to outstanding options to acquire Shares from the Company with an exercise price less than the offer price of $106.50 per share, multiplied by $44.74, which is the offer price of $106.50 per share minus the weighted average exercise price for such options of $61.76 per share, (c) 135,099 Shares issuable pursuant to outstanding restricted stock units multiplied by the offer price of $106.50 (d) 155,490 Shares issuable pursuant to outstanding performance stock units multiplied by the offer price of $106.50 and (e) 2,051 Shares subject to outstanding purchase rights under the Dunkin’ Brands employee stock purchase plan multiplied by the offer price of $106.50. The calculation of the filing fee is based on information provided by Dunkin’ Brands as of November 6, 2020.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2021 beginning on October 1, 2020, issued August 26, 2020, by multiplying the transaction value by 0.00010910.

 

☒ 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid: $966,946      Filing Party: Vale Merger Sub, Inc.
Form or Registration No: Schedule TO-T      Date Filed: November 16, 2020

 

☐ 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

third-party tender offer subject to Rule 14d-1.

 

issuer tender offer subject to Rule 13e-4.

 

going-private transaction subject to Rule 13e-3.

 

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 


This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on November 16, 2020 by Vale Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Inspire Brands, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer by Purchaser for any and all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Dunkin’ Brands Group, Inc. (“Dunkin’ Brands”), at a price of $106.50 per Share, without interest, net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 2020 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”, a copy of which is attached as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Amendments to the Offer to Purchase

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

 

Exhibit
No.
 

Description

(a)(1)(G)   Form of Letter of Instruction and Notice to Participants in the Dunkin’ Brands 401(k) Retirement Plan

EXHIBIT INDEX

 

Exhibit
No.
 

Description

(a)(1)(A)*   Offer to Purchase, dated November 16, 2020.
(a)(1)(B)*   Letter of Transmittal, dated November 16, 2020.
(a)(1)(C)*   Notice of Guaranteed Delivery, dated November 16, 2020.
(a)(1)(D)*   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 16, 2020.
(a)(1)(E)*   Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 16, 2020.
(a)(1)(F)*   Summary Advertisement, as published in The Wall Street Journal on November 16, 2020.
(a)(1)(G)   Form of Letter of Instruction and Notice to Participants in the Dunkin’ Brands 401(k) Retirement Plan
(a)(5)(A)*   Joint Press Release issued by Inspire Brands, Inc. and Dunkin, Inc., dated November  2, 2020 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K by Dunkin’ Brands Group, Inc. filed on November 2, 2020).
(a)(5)(B)*   Fact Sheet, dated November 2, 2020 (incorporated by reference to the Schedule TO-C  filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 2, 2020).


(a)(5)(C)*   Letter, dated November 2, 2020 from Paul Brown to Inspire Team Members (incorporated by reference to the Schedule TO-C filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 2, 2020).
(a)(5)(D)*   Wall Street Journal Article, dated October 30, 2020 (incorporated by reference to the Schedule  TO-C filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 2, 2020).
(a)(5)(E)*   Townhall Presentation, dated November 2, 2020 (incorporated by reference to the Schedule  TO-C filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 3, 2020).
(a)(5)(F)*   Townhall Presentation, dated November 4, 2020 (incorporated by reference to the Schedule  TO-C filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 4, 2020).
(a)(5)(G)*   Newsletter, dated November 13, 2020 (incorporated by reference to the Schedule TO-C  filed by Vale Merger Sub, Inc. filed with the Securities and Exchange Commission on November 13, 2020).
(b)(1)*   Amended and Restated Base Indenture, dated as of July  31, 2020, by and among Arby’s Funding, LLC, as issuer, and Citibank, N.A., as trustee and securities intermediary.
(b)(2)*   Series 2020-1 Supplement to Amended and Restated Base Indenture, dated as of July  31, 2020, by and among Arby’s Funding, LLC, as issuer, and Citibank, N.A., as trustee and series 2020-1 securities intermediary.
(b)(3)*   Class A-1 Note Purchase Agreement (Series 2020-1 Class A-1 Notes), dated as of July  31, 2020, by and among Arby’s Funding, LLC, as issuer, the guarantors party thereto, Arby’s Restaurant Group, Inc., as manager, the conduit investors party thereto, the committed note purchasers party thereto, the funding agents party thereto, and Coöperatieve Rabobank U.A., New York Branch, as L/C provider, swingline lender and administrative agent.
(b)(4)*   Second Amended and Restated Commitment Letter, dated as of November  12, 2020, among IRB Holding Corp., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch, Wells Fargo, Securities, LLC, Wells Fargo Bank, N.A., Goldman Sachs Bank USA, KeyBanc Capital Markets Inc., KeyBank National Association, Coöperatieve Rabobank U.A., New York Branch, Truist Bank, Truist Securities, Inc., SunTrust Robinson Humphrey, Inc., Golub Capital LLC, Capital One, National Association, Morgan Stanley Senior Funding Inc. and JPMorgan Chase Bank, N.A.
(d)(1)*   Agreement and Plan of Merger, dated as of October  30, 2020, among Inspire Brands, Inc., Vale Merger Sub, Inc. and Dunkin’ Brands Group, Inc. (incorporated by reference to Exhibit 2.1 to Dunkin’ Brands Group, Inc.’s Current Report on Form 8-K  filed on November 2, 2020).
(d)(2)*   Equity Commitment Letter, dated as of October  30, 2020, pursuant to which Roark Capital Partners II Sidecar LP, Roark Capital Partners V (T)  LP, Roark Capital Partners V (TE) LP, Roark Capital Partners V (OS) LP, Roark Diversified Restaurant Fund II LP and RC V Vale LLC have committed cash as capital to Parent.
(d)(3)*   Limited Guaranty, dated as of October 30, 2020, delivered by Roark Capital Partners II Sidecar LP, Roark Capital Partners V (T)  LP, Roark Capital Partners V (TE) LP, Roark Capital Partners V (OS) LP, Roark Diversified Restaurant Fund II LP and RC V Vale LLC in favor of Dunkin’ Brands.
(d)(4)*   Confidentiality Agreement, dated as of October 5, 2020, 2020, by and between Dunkin’ Brands Group, Inc. and Inspire Brands, Inc.
(g)   None.
(h)   None.

 

*

Previously filed.


SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

INSPIRE BRANDS, INC.
By:  

/s/ Nils H Okeson

 

Name: Nils H. Okeson

Title:   Chief Administrative Officer,

General Counsel and Secretary

 

VALE MERGER SUB, INC.
By:  

/s/ Nils H Okeson

 

Name: Nils H. Okeson

Title:   Secretary

Dated: November 27, 2020

Exhibit (a)(1)(G)

LETTER OF INSTRUCTION

Mail or deliver this Letter of Instruction, or a facsimile, to:

 

LOGO

 

If delivering by hand, express mail, courier,

or other expedited service:

 

American Stock Transfer & Trust Co., LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

  

By mail:

 

American Stock Transfer & Trust Co., LLC

Operations Center

Attn: Reorganization Department

P.O. BOX 2042

New York, NY 10272-2042

For assistance call (877) 248-6417 or (718) 921-8317

 

 

Name(s) and Address of Plan Participant(s)

If there is any error in the name or address shown below, please make  the necessary corrections    


LETTER OF INSTRUCTION

AND

NOTICE TO PARTICIPANTS IN THE

DUNKIN’ BRANDS, INC. 401(K) RETIREMENT PLAN

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

DUNKIN’ BRANDS GROUP, INC.

at

$106.50 Per Share

by

VALE MERGER SUB, INC.

a wholly-owned indirect subsidiary of

INSPIRE BRANDS, INC.

IMMEDIATE ATTENTION REQUIRED

November [_], 2020

Re: Tender Offer for Shares of Dunkin’ Brands Group, Inc.

Dear Plan Participant:

On November 16, 2020, Vale Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned indirect subsidiary of Inspire Brands, Inc. (“Parent”), a Delaware corporation, commenced an offer to purchase (the “Offer to Purchase”), subject to certain conditions, including the satisfaction of the Minimum Tender Condition (as defined in the Offer to Purchase), any and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Dunkin’ Brands Group, Inc., a Delaware corporation (“Dunkin’ Brands” or the “Company”), at a price of $106.50 per Share, without interest (the “Offer Price”), net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase.

You are receiving this notice (the “Notice”) because our records reflect that, as a participant in the Dunkin’ Brands, Inc. 401(k) Retirement Plan (the “Plan”), you have the right to instruct Charles Schwab Bank, the Trustee of the Plan (the “Trustee”), whether or not to tender any Shares held through the Plan’s company stock fund (the “Stock Fund”) and allocated to your Plan account (“401(k) Plan Shares”). Enclosed for your consideration are the Offer to Purchase, dated November 16, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Instruction (which is comprised of this Notice and the attached Letter of Instruction, and together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”). Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”).

As described below, you have the right to instruct American Stock Transfer & Trust Company, LLC, the tabulator for the tender offer in respect of Shares beneficially held in the Plan (the “Tabulator”) whether or not to tender your 401(k) Plan Shares by completing and signing the Letter of Instruction. The Tabulator will then consolidate the information from all Plan participants and provide it to the Trustee. If you direct the Trustee to tender your 401(k) Plan Shares into the Offer, you will not have to pay brokerage fees or similar expenses.

To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the following materials about the Offer that are enclosed with this letter:

 

1.  Offer to Purchase;

2.  Solicitation/Recommendation Statement; and

3.  Letter of Instruction (attached to the end of this Notice), with a reply envelope.


IMPORTANT TIMING INFORMATION: If valid instructions to tender 401(k) Plan Shares are not received by 5 P.M., Eastern Time, on December 9, 2020, the 401(k) Plan Shares allocated to your Plan account will not be tendered, unless Purchaser extends the Offer, in which case your instructions must be received by 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. You may request the Trustee to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5 P.M., Eastern Time, on December 9, 2020 by delivering a withdrawal notice to the address provided in the attached Letter of Instruction. If the Tender Offer is extended, then you must ensure that the Trustee receives any withdrawal notice or election forms that you send by 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. FACSIMILE TRANSMITTALS OF THE LETTER OF INSTRUCTION WILL NOT BE ACCEPTED.

The remainder of this letter summarizes the transaction and the procedures for delivering to the Tabulator your Letter of Instruction. You should also review the more detailed explanation of the Offer provided in the Offer to Purchase.

BACKGROUND

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 30, 2020 (as it may be amended from time to time, the “Merger Agreement”), among Dunkin’ Brands, Parent and Purchaser. The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer, Purchaser will be merged with and into Dunkin’ Brands (the “Merger”) without a vote of the stockholders of Dunkin’ Brands to adopt the Merger Agreement and consummate the Merger in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), with Dunkin’ Brands continuing as the surviving corporation (the “surviving corporation”) in the Merger and thereby becoming a wholly-owned indirect subsidiary of Parent. As a result of the Merger, at the effective time of the Merger each Share (including each 401(k) Plan Share) issued and outstanding immediately prior to the effective time of the Merger (the “effective time”) (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) held in treasury by Dunkin’ Brands or owned by any direct or indirect wholly-owned subsidiary of Dunkin’ Brands, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) for which appraisal rights have been properly demanded in accordance with the DGCL) will be cancelled and automatically converted into the right to receive the Offer Price in cash (without interest and less any applicable withholding taxes) upon the terms and subject to the conditions set forth in the Offer to Purchase, which we refer to as the “Merger Consideration.”

The Offer applies to all outstanding Shares, including the 401(k) Plan Shares.

Your alternatives with respect to the Offer are as follows:

 

•  You may elect to have some or all of your 401(k) Plan Shares tendered into the Offer by completing and timely submitting the Letter of Instruction; and

•  You may elect to not have your 401(k) Plan Shares tendered into the Offer by completing and timely submitting the Letter of Instruction or by not delivering a Letter of Instruction by the deadline specified in this Notice.

As a participant under the Plan, you have the right to direct that the Tabulator deliver to the Trustee your instructions to tender some or all of your 401(k) Plan Shares. You also have the right to direct that the Tabulator deliver to the Trustee your instructions not to tender any of your 401(k) Plan Shares. The Trustee will tender your 401(k) Plan Shares solely in accordance with participant instructions. If you do not properly complete and return the Letter of Instruction by the deadline specified, subject to any extensions of the Offer, your 401(k) Plan Shares will not be tendered.

None of the Tabulator, the Trustee, Parent, nor Purchaser makes any recommendation regarding the Offer. EACH PARTICIPANT MUST DECIDE WHETHER OR NOT TO TENDER THEIR OWN 401(K) PLAN SHARES.    The board of directors of Dunkin’ Brands (the “Dunkin’ Brands Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) are fair to and in the best interests of Dunkin’ Brands and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) authorized and approved the execution, delivery and performance by Dunkin’ Brands of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Offer and the Merger); and (iv) resolved, subject to the terms of the Merger Agreement, to recommend that the stockholders of Dunkin’ Brands accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

PROCEDURE FOR DIRECTING TRUSTEE

Enclosed is a Letter of Instruction which may be completed and returned to the Tabulator, who will consolidate the information to provide to the Trustee your instructions as to whether or not to tender the 401(k) Plan Shares. For purposes of determining the number of 401(k) Plan Shares to be tendered in the Offer, the Tabulator will apply your instructions to the number of 401(k) Plan Shares as of the expiration date of the Offer, as such expiration date may be extended. The Stock Fund is what is known as a “unitized” stock fund. A unitized stock fund consists primarily of shares of common stock plus an amount of cash (or cash equivalents) intended to provide for liquidity within the Stock Fund. Given that a portion of your Plan is invested in the Stock Fund, your Plan is credited with units that represent your interest in the Stock Fund, and not in actual shares of common stock. The number of 401(k) Plan Shares credited to your account is listed on the cover page of this Letter of Instruction.


Your account under the Stock Fund is comprised of a certain number of Shares and a small amount of cash or cash equivalents. The Tabulator, together with the Trustee, will determine the actual number of Shares to tender based on instructions received from Plan participants by calculating the number of Shares allocable to the Stock Fund account held by Plan participants as of 5 P.M., Eastern Time, on December 9, 2020, for which instructions to tender or not to tender have been received.

To properly complete your Letter of Instruction, you must do the following:

(1) On the face of the Letter of Instruction, check Box 1, 2, or 3. CHECK ONLY ONE BOX:

 

   

CHECK BOX 1 if you want ALL of your 401(k) Plan Shares tendered (or offered) for sale in accordance with the terms of the Offer.

 

   

CHECK BOX 2 if you want A PORTION of your 401(k) Plan Shares to be tendered. Specify the percentage (in whole numbers) of 401(k) Plan Shares that you want to be tendered for sale in accordance with the terms of this Offer. If this amount is less than 100%, you will be deemed to have instructed the Trustee NOT to tender the balance of your 401(k) Plan Shares.

 

   

CHECK BOX 3 if you want NONE of your 401(k) Plan Shares tendered (or offered) for sale in accordance with the terms of the Offer.

(2) Date and sign the Letter of Instruction in the space provided.

(3) Return the Letter of Instruction in the enclosed return envelope so that it is RECEIVED by the Tabulator at the address on the return envelope to 6201 15th Avenue, Brooklyn, New York 11219 not later than 5 P.M., Eastern Time, on December 9, 2020, unless the Offer is extended. If the Offer is extended, the deadline for receipt of your Letter of Instruction will be 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date.

Your instructions will be deemed irrevocable unless withdrawn by 5 P.M., Eastern Time, on December 9, 2020. As described in the Offer to Purchase, Purchaser has the right to extend the Offer for certain periods. If the Offer is extended, the deadline for receipt of your notice of withdrawal will be 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. Any extensions of the expiration date for the Offer will be publicly announced by Purchaser. In the event of an announced extension, you may call Innisfree M&A Incorporated (the “Information Agent”) at (877) 717-3929 to obtain information on any new Plan participant instructions deadline.

In order to make an effective withdrawal of your instructions, you must submit a new Letter of Instruction, which may be obtained by calling the Information Agent at (877) 717-3929. Upon receipt of a new, completed, signed and dated Letter of Instruction, your previous instructions will be deemed cancelled. Please note that the last properly completed Letter of Instruction timely received from a participant will be followed.

After the deadline for providing instructions to the Tabulator, the Tabulator will consolidate the information and provide such information to the Trustee, who will then tender the appropriate number of 401(k) Plan Shares on behalf of the Plan. Subject to the satisfaction of the conditions described in the Offer to Purchase, the Purchaser will buy all outstanding Shares that are properly tendered through the Offer. Any Shares attributable to your account that are not purchased in the Offer will remain allocated to your individual account under the Plan.

INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE OFFER PROCEEDS DIRECTLY. ALL PROCEEDS WILL BE CREDITED TO PARTICIPANTS’ ACCOUNTS AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

EFFECT OF TENDER OFFER ON YOUR ACCOUNT

In connection with the Offer, all transactions, including directing or diversifying investments in the Stock Fund, liquidating Shares held in the Stock Fund to obtain a loan or distribution from the Plan, or obtaining a distribution in the form of Shares, will be temporarily unavailable to you for a period of time in order for the Trustee to have sufficient time to process participants’ instructions. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.” You will receive additional information about the blackout period in a separate communication.

Beginning on commencement of the blackout period and following the completion of the Offer and Merger, no new contributions to the Plan may be invested in the Stock Fund. If you do elect to tender 401(k) Plan Shares and such Shares are accepted pursuant to the terms of the Offer to Purchase, any proceeds received in respect of such 401(k) Plan Shares will be invested in the applicable T. Rowe Price Target Date Fund, based on your current age, and will remain in the Plan; provided, however, you may elect to redirect the proceeds received to any of the other available investments under the Plan at any time once the proceeds have been allocated to your account under the Plan.


IF THE OFFER IS COMPLETED

If the Offer is completed, as soon as practicable thereafter, Purchaser will be merged with and into Dunkin’ Brands, with Dunkin’ Brands continuing as the surviving corporation in the Merger and thereby becoming a wholly-owned indirect subsidiary of Parent. As a result of the Merger, at the effective time of the Merger each Share (including each 401(k) Plan Share) issued and outstanding immediately prior to the effective time of the Merger (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) held in treasury by Dunkin’ Brands or owned by any direct or indirect wholly-owned subsidiary of Dunkin’ Brands, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) for which appraisal rights have been properly demanded in accordance with the DGCL) will be cancelled and automatically converted into the right to receive the Offer Price in cash (without interest and less any applicable withholding taxes) upon the terms and subject to the conditions set forth in the Offer to Purchase.

Any proceeds received in respect of such 401(k) Plan Shares will be invested in the applicable T. Rowe Price Target Date Fund, based on your current age, and will remain in the Plan; provided, however, you may elect to redirect the proceeds received to any of the other available investments under the Plan at any time once the proceeds have been allocated to your account under the Plan. The cash proceeds received by the Plan and allocated to your Plan account in the Offer and/or Merger will not be subject to taxation at the time allocated as they will not be distributed by the Plan to you, but will remain in your Plan account subject to Plan rules on withdrawal and distribution.

SHARES OUTSIDE THE PLAN

If you hold Shares directly, you will receive, under separate cover, tender offer materials which can be used to tender such Shares. Those tender offer materials may not be used to direct the Trustee to tender or not tender the 401(k) Plan Shares. The instructions to tender or not tender 401(k) Plan Shares may only be made in accordance with the procedures in this letter on the Letter of Instruction. Similarly, the enclosed Letter of Instruction may not be used to tender non-401(k) Plan Shares.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender 401(k) Plan Shares, or if you require additional information concerning the terms and conditions of the Offer, please call the Information Agent at (877) 717-3929.


LETTER OF INSTRUCTION

DUNKIN’ BRANDS GROUP, INC.

BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ

THE ACCOMPANYING INFORMATION

In response to the offer by Vale Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned indirect subsidiary of Inspire Brands, Inc. (“Parent”), a Delaware corporation, announced on November 16, 2020, to purchase (the “Offer”) for cash all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), at a price of $106.50 per Share, without interest (the “Offer Price”), net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 16, 2020, I hereby instruct Charles Schwab Bank (the “Trustee”), as directed trustee of the Dunkin’ Brands, Inc. 401(k) Retirement Plan (the “Plan”), to tender or not to tender the Shares allocated to my account under the Plan (“401(k) Plan Shares”) in response to the Offer as follows (PLEASE CHECK ONE BOX AND COMPLETE THE REMAINDER OF THE FORM—If more than one box is checked below your election may be disregarded):

 

1. ☐    YES. I DIRECT THE TRUSTEE TO TENDER ALL OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER.
2.    YES. I DIRECT THE TRUSTEE TO TENDER A PORTION __% (1%- 99%, WHOLE PERCENTAGE ONLY) OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER. If you fail to insert a (whole) percentage, your election will be treated as an election NOT to tender any of your 401(k) Plan Shares.
3.    NO. I DIRECT THE TRUSTEE TO TENDER NONE OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER.

If you have previously made an election and wish to withdraw or otherwise change your election, please check the box below:

4. ☐ I hereby instruct the Trustee to disregard all prior Letters of Instruction (including, if applicable, to withdraw from the Offer, those 401(k) Plan Shares that I previously instructed the Trustee to tender on my behalf). Check this box if you wish to revoke prior Letters of Instruction and, if you want to make a new election, check one of the boxes above as well.

Regardless of the manner in which they are submitted, Letters of Instruction that are not timely received, and those received without a box checked above or with more than one box checked (other than in combination with box 4) or unsigned will not be tendered.

You may submit your written instructions by mailing this completed form promptly in the enclosed envelope.

By Mail and Overnight Courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

YOUR INSTRUCTIONS, HOWEVER SUBMITTED, MUST BE RECEIVED NO LATER THAN 5 P.M., EASTERN TIME, ON DECEMBER 9, 2020 (OR, IF THE OFFER IS EXTENDED, BY 5 P.M., EASTERN TIME, ON THE DATE THAT IS THREE (3) BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE). IF YOUR INSTRUCTIONS ARE NOT RECEIVED BY THIS DEADLINE, YOUR 401(K) PLAN SHARES WILL NOT BE TENDERED.

 

 

Signature

  

 

Date

  

 

Print Name

  

 

Daytime Phone Number