DENNY'S Corp: M&A transaction — Denny's completes acquisition by TriArtisan, Treville and Yadav; stockholders receive $6.25/share

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Fourth Amended and Restated Credit Agreement, dated as of August 26, 2021, by and among Denny’s, Inc., Denny’s Corporation, DFO, LLC, Denny’s Realty, LLC, Keke’s, Inc., Keke’s Franchise Organization, LLC, Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association, as amended in its entirety pursuant to that First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023 (as amended, the “Company Credit Agreement”).

Contemporaneously with the consummation of the Merger, Sparkle Holdco 2 Corp., a Delaware corporation and wholly owned subsidiary of Parent, as the borrower, Sparkle Holdco 1 Corp., a Delaware corporation and wholly owned subsidiary of Parent, as holdings, and certain of Parent’s and the Company’s subsidiaries, as guarantors, entered into that certain Credit Agreement with certain debt financing sources party thereto (the “Credit Agreement”), which provides for (i) a senior secured term loan facility consisting of initial term loan commitments in an aggregate principal amount equal to $300,000,000 and (ii) a senior secured revolving credit facility consisting of revolving commitments in an aggregate principal amount equal to $35,000,000.

Contemporaneously with the consummation of the Merger, the Company and certain of its subsidiaries engaged in a sale-leaseback transaction, in which the Company and such subsidiaries conveyed real property assets to the sale/leaseback purchaser, for an aggregate purchase price of approximately $ 145.5 million and thereafter leased back from the sale/leaseback purchaser certain of those properties pursuant to a Master Lease Agreement, dated as of January 16, 2026, entered into by and between Denny’s, Inc., a Florida corporation and wholly owned subsidiary of the Company, and the sale/leaseback purchaser.