--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-015085" form_type: "8-K" ticker: null cik: "0000852772" company_name: "DENNY'S Corp" filed_at: "2026-01-16T23:59:59+00:00" generated_at: "2026-05-16T10:01:19.456869+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Denny's completes acquisition by TriArtisan, Treville and Yadav; stockholders receive $6.25/share ## Summary - Merger closed Jan 16, 2026; stockholders receive $6.25 per share in cash. - Denny's common stock to cease trading on Nasdaq effective Jan 16, 2026. - Contemporaneous sale-leaseback of real property for approx. $145.5 million. - New credit agreement provides $300M term loan and $35M revolving credit facility. - Board of directors replaced: prior directors resigned; Rohit Manocha and Anil Yadav appointed. ## SEC filing metadata - accession: 0001193125-26-015085 - form_type: 8-K - cik: 0000852772 - company_name: DENNY'S Corp - filed_at: 2026-01-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/d52435d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-015085 - JSON: https://secwatch.observer/filing/0001193125-26-015085.json - Plain text: https://secwatch.observer/filing/0001193125-26-015085.txt ## Source-grounded claims - claim_id: 95f35da4f1d374cee63dd237a65ead7b46c1041f claim: DENNY'S Corp: The certificate of incorporation and bylaws were amended and restated in their entirety in connection with the merger. evidence_excerpt: Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm - claim_id: a287287f32d5bddd9a21d4c4e7203b64ce8ae302 claim: DENNY'S Corp underwent a change of control involving Sparkle Topco Corp. for $6.25 in cash (closed 2026-01-16). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm - claim_id: c9071e1d009049b4e5b1e0950f551e5ef71a4573 claim: DENNY'S Corp terminated Fourth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association valued at Company Credit Agreement terminated; obligations paid in full (effective 2026-01-16). evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm - claim_id: e9a6b5c14d44b5ee1fffc2e05c2928097e1e6bfb claim: DENNY'S Corp entered into Credit Agreement with debt financing sources party thereto valued at $300,000,000 term loan facility and $35,000,000 revolving credit facility (effective 2026-01-16). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm - claim_id: f26845bbcff8e58ea249a9c15816afcedda7abbf claim: DENNY'S Corp entered into Master Lease Agreement with sale/leaseback purchaser valued at $145.5 million sale-leaseback consideration (effective 2026-01-16). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/852772/000119312526015085/0001193125-26-015085-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.