UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
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The afterward abstracts were aboriginal provided to accumulated advisers of Sonic Corp. on November 6, 2018:
Subject: Sonic Administration Transition
Dear Sonic Family,
As I aggregate with you this week, I am advertisement my affairs to retire as Chairman and Chief Controlling Officer of Sonic Corp., able in December afterward the aing of the transaction with Inspire Brands. At that time, our President, Claudia San Pedro, will advance the cast activity advanced and will accompany the Inspire Controlling Team. To abetment with a bland transition, I will break on as Chief Advisor until March 2019.
For those of you who weren’t able to apprehend this from me directly, this account may appear as a surprise. I basic to booty a moment to accommodate some context. Throughout my administration at Sonic, our cast has undergone a abstruse aeon of advance starting with 968 drive-ins and $283 actor in systemwide sales in 1984 back I answered an ad for abettor accepted admonition that backward SONIC franchisee Dallas Barnett aggregate with me. Today, we accept added than 3,600 drive-ins and sales in balance of $4.5 billion. Over the aftermost few years alone, calm we accept reinvigorated the SONIC brand, arch to added cartage and sales through advance innovation, acute media, investments in technology and a adamant focus to bear the best alone acquaintance in QSR. Thanks to your efforts, SONIC has never been stronger.
As we accept connected our assignment calm to abound the brand, I accept advised retirement for the aftermost few years, and this feels like a accustomed point – as we abide to body on SONIC’s able drive and attending to become allotment of the Inspire ancestors – for me to canyon the billy to the aing baton who can adviser the cast into a new appearance of growth.
During her 12-year career with the brand, Claudia has captivated a cardinal of administration positions and again approved the abilities and qualities all-important to advance SONIC. As her responsibilities accept broadened over time, she has becoming the account of our franchisees and congenital partnerships beyond the organization. Like me, Claudia is focused on absorption our different adeptness of innovation, admittance and diversity, and has a abysmal allegation to carrying innovative, accurate and adorable adventures to guests. I am assured that Sonic will abide to advance beneath Claudia’s leadership.
Additional advice on the chief administration aggregation at the closing of the transaction will be presented and beatific tomorrow morning.
It has been a advantage and amusement to advance this alignment for the aftermost 23 years, and I am beholden to accept formed alongside anniversary one of you. I accept never been added optimistic about Sonic’s aing affiliate and am aflame for the opportunities that lie ahead.
Thank you for your abetment and admirable contributions to our cast over the years!
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This advice contains “forward-looking statements” aural the acceptation of the U.S. federal balance laws. Such statements accommodate statements apropos advancing approaching contest and expectations that are not actual facts. All statements added than statements of actual actuality are statements that could be accounted advanced statements. Actual after-effects may alter materially from those bidding or adumbrated by advanced statements based on a cardinal of factors, including, afterwards limitation: (1) risks accompanying to the cleanup of the merger, including the risks that (a) the alliance may not be consummated aural the advancing time period, or at all, (b) the parties may abort to access actor approval of the alliance agreement, (c) added altitude to the cleanup of the alliance beneath the alliance acceding may not be satisfied, and (d) the cogent limitations on remedies independent in the alliance acceding may absolute or absolutely anticipate Sonic Corp. from accurately administration Inspire Brands, Inc.’s obligations beneath the alliance acceding or convalescent amercement for any aperture by Inspire Brands, Inc.; (2) the furnishings that any abortion of the alliance acceding may accept on Sonic Corp. or its business, including the risks that (a) Sonic Corp.’s banal bulk may abatement decidedly if the alliance is not completed, (b) the alliance acceding may be concluded in affairs acute Sonic Corp. to pay Inspire Brands, Inc. a abortion fee, or (c) the affairs of the termination, including the accessible artifice of a 12-month appendage aeon during which the abortion fee could be payable aloft assertive consecutive transactions, may accept a air-conditioned aftereffect on alternatives to the merger; (3) the furnishings that the advertisement or pendency of the alliance may accept on Sonic Corp. and its business, including the risks that as a aftereffect (a) Sonic Corp.’s business, operating after-effects or banal bulk may suffer, (b) Sonic Corp.’s accepted affairs and operations may be disrupted, (c) Sonic Corp’s adeptness to absorb or recruit key advisers may be abnormally affected, (d) Sonic Corp.’s business relationships (including, customers, franchisees and suppliers) may be abnormally affected, or (e) Sonic Corp’s management’s or employees’ absorption may be absent from added important matters; (4) the aftereffect of limitations that the alliance acceding places on Sonic Corp’s adeptness to accomplish its business, acknowledgment basic to shareholders or appoint in another transactions; (5) the nature, amount and aftereffect of awaiting and approaching action and added acknowledged proceedings, including any such affairs accompanying to the alliance and instituted adjoin Sonic Corp. and others; (6) the accident that the alliance and accompanying affairs may absorb abrupt costs, liabilities or delays; (7) added economic, business, competitive, legal, regulatory, and/or tax factors; and (8) added factors declared beneath the branch “Risk Factors” in Allotment I, Item 1A of Sonic Corp.’s Anniversary Address on Form 10-K for the budgetary year concluded August 31, 2018, as adapted or supplemented by consecutive letters that Sonic Corp. has filed or files with the SEC. Potential investors, shareholders and added readers are cautioned not to abode disproportionate assurance on these advanced statements, which allege alone as of the date on which they are made. Neither Inspire Brands, Inc. nor Sonic Corp. assumes any obligation to about amend any advanced account afterwards it is made, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This advice does not aggregate an action to advertise or the address of an action to buy any balance or a address of any vote or approval. This advice may be accounted to be address actual in account of the proposed alliance amid Inspire Brands, Inc. and Sonic Corp. In affiliation with the proposed transaction, on November 5, 2018, Sonic Corp. filed with the Balance and Exchange Commission (“SEC”) and mailed to shareholders a absolute proxy statement. SHAREHOLDERS OF SONIC CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT SONIC CORP. WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Shareholders and investors may access chargeless copies of the absolute proxy account and added abstracts filed by Sonic Corp. at the SEC’s web armpit at www.sec.gov. Copies of the absolute proxy account and the filings that are or will be congenital by advertence therein may additionally be obtained, afterwards charge, at https://ir.sonicdrivein.com/ or by contacting Sonic Corp.’s Investor Relations at (405) 225-5000.
Before authoritative any voting or advance decisions with account to the proposed transaction or any of the added affairs with account to which shareholders of Sonic Corp. will be asked to vote pursuant to the proxy statement, shareholders are apprenticed to apprehend the absolute proxy account (including any amendments or supplements thereto and any abstracts congenital by advertence therein) and added abstracts filed with the SEC by Sonic Corp. back they become available.
PARTICIPANTS IN SOLICITATION
Sonic Corp. and its directors, controlling admiral and assertive employees, may be deemed, beneath SEC rules, to be participants in the address of proxies in account of the proposed merger. Advice apropos Sonic Corp.’s admiral and controlling admiral is accessible in its proxy account for its 2018 anniversary affair of shareholders, filed with the SEC on December 18, 2017 and its anniversary address for the budgetary year concluded August 31, 2018, filed with the SEC on Form 10-K on October 23, 2018. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, is independent in the absolute proxy account and added accordant abstracts to be filed with the SEC (when they become available). These abstracts can be acquired chargeless of allegation from the sources adumbrated above.
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