UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~November~~December 287, 2018 (~~November~~December 287, 2018)

Date of Report (Date of earliest event reported)

SONIC CORP.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		0-18859 (Commission File Number)	73-1371046 (I.R.S. Employer Identification No.)
300 Johnny Bench Drive Oklahoma City, Oklahoma (Address of Principal Executive Offices)			73104 (Zip Code)
	(405) 225-5000 (Registrant’s telephone number, including area code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01 Other Events.~~Note

AsOn ~~previously~~December ~~disclosed and reported in the Current Reports on Form 8-K filed by Sonic Corp.~~7, ~~a Delaware corporation (“Sonic”), on September 25,~~ 2018 ~~and September 27, 2018 with the Securities and Exchange Commission~~ (the “~~SEC~~Closing Date”), onSSK ~~September~~Merger 24Sub, ~~2018, Sonic, Inspire Brands,~~ Inc., ~~a Delaware corporation~~ (“~~Inspire”), and SSK~~ Merger Sub”), ~~Inc.,~~ a Delaware corporation and a wholly- owned subsidiary of Inspire ~~(“Merger Sub”)~~Brands, ~~entered~~Inc. ~~into an Agreement and Plan of Merger~~ (~~the~~ “~~Merger Agreement~~Parent”) ~~pursuant to which~~, ~~subject~~a toDelaware ~~the satisfaction or waiver of certain conditions~~corporation, ~~Merger~~merged ~~Sub will merge~~ with and into Sonic Corp. (the “~~Merger~~Company” ~~and~~), ~~together~~a Delaware corporation, with the ~~other~~Company ~~transactions~~continuing ~~contemplated~~as by the ~~Merger~~surviving ~~Agreement,~~corporation (the “~~Transactions~~Merger”), ~~with~~pursuant ~~Sonic~~to ~~continuing as~~ the ~~surviving~~previously ~~corporation~~announced Agreement and asPlan aof ~~wholly~~Merger, ~~owned~~dated ~~subsidiary~~as of ~~Inspire. On~~September ~~October 22~~24, 2018, ~~Sonic filed with the SEC its Preliminary Proxy Statement~~ (the “~~Preliminary~~Merger ~~Proxy Statement~~Agreement”)~~. On~~, ~~November~~by 5,and ~~2018,~~among ~~Sonic~~the ~~filed~~Company, ~~with~~Parent ~~the~~and ~~SEC~~Merger ~~its~~Sub. As ~~Definitive~~a ~~Proxy~~result ~~Statement~~of (the ~~“Definitive~~Merger, ~~Proxy~~the ~~Statement”),~~Company ~~which~~became ~~was~~a ~~mailed~~wholly toowned ~~Sonic~~subsidiary ~~stockholders~~of Parent.

OnItem October 29, 2018, a purported class action complaint relating to the Merger was filed in the United States District Court for the Western District of Oklahoma on behalf of a putative class of Sonic stockholders, captioned Patrick v. Sonic Corp. et. al., Case No. CIV-18-1063-G (the “Patrick Complaint”). On November 1, 2018, a purported class action complaint relating to the Merger was filed in the United States District Court for the District of Delaware on behalf of a putative class of Sonic stockholders, captioned Franchi v. Sonic Corp. et al., Case No. 1:18-cv-01724-UNA (the “Franchi Complaint”). On November 2, 2018, a purported class action complaint relating to the Merger was filed in the United States District Court for the District of Delaware on behalf of a putative class of Sonic stockholders, captioned Federman v.01 Completion ~~Sonic Corp. et. al., Case No. 1:99-mc-09999 (the “Federman Complaint”). On November 9, 2018, a purported class action complaint relating to the Merger was filed in the District Court~~ of ~~Oklahoma~~Acquisition County, State of Oklahoma on behalf of a putative class of Sonic stockholders, captioned Crawford v. Sonic Corp. et. al., Case No. CJ-2018-6207 (the “Crawford Complaint” and together with the Patrick Complaint, the Franchi Complaint and the Federman Complaint, the “Complaints”). Each of the Patrick Complaint, the Franchi Complaint and the Federman Complaint alleges that the Preliminary Proxy Statement is false and/or ~~misleading~~Disposition ~~and asserts claims for violations~~ of ~~Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and SEC Rule 14a-9 against Sonic and its directors~~Assets. In addition, the Patrick Complaint asserts claims for violations of Regulation G promulgated under the Exchange Act against Sonic and its directors. The Crawford Complaint alleges material omissions in the Definitive Proxy Statement and asserts a claim for breaches of fiduciary duties against Sonic’s directors and a claim for aiding and abetting against Sonic and its directors. Each complaint seeks, among other things, injunctive relief preventing the Merger, damages and an award of plaintiffs’ costs and disbursements, including reasonable attorneys’ and expert fees and expenses. In connection with the Crawford Complaint, on November 9, 2018, the plaintiff filed an ex parte motion to expedite discovery, which was yet to be decided by the court. On November 19, 2018, Rigrodsky & Long, P.A., counsel for plaintiffs in the Franchi Complaint, sent to representatives of Shearman & Sterling LLP (“Shearman & Sterling”), counsel to Sonic, a letter referencing disclosure allegations in the Complaints and demanding that certain supplemental disclosures be made to the Definitive Proxy Statement.

~~Sonic~~The ~~believes~~information ~~that~~set ~~the~~forth ~~claims~~under ~~asserted in~~ the ~~Complaints~~Introductory ~~are~~Note ~~without merit and no supplemental disclosure~~ is ~~required~~incorporated ~~under~~by ~~applicable~~reference ~~law. However,~~into in order to avoid the risk of adverse effect or delay in connection with the Transactions and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Sonic has determined to voluntarily supplement the Definitive Proxy Statement as described in this ~~Current~~Item Report on Form 8-K to address claims asserted in the Complaints, and the plaintiffs in the Complaints have indicated that they agree to voluntarily dismiss the Complaints in light of, among other things, the supplemental disclosure2.01.

~~Nothing~~At the effective time of the Merger (the “Effective Time”) and in ~~this~~accordance ~~Current~~with ~~Report~~the onterms ~~Form~~of ~~8-K~~the ~~shall~~Merger beAgreement, ~~deemed~~each anshare ~~admission~~of common stock, par value $0.01 per share, of the ~~legal~~Company ~~necessity~~(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 ~~materiality~~owned ~~under~~by ~~applicable~~any ~~laws~~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 ~~disclosures~~General ~~set~~Corporation ~~forth~~Law ~~herein. To~~of the ~~contrary,~~State ~~Sonic~~of ~~specifically~~Delaware) ~~denies~~was ~~all~~cancelled ~~allegations~~and automatically converted into the right to receive $43.50 in cash, without interest (the ~~Complaints~~“Merger ~~that~~Consideration”), ~~any~~subject ~~additional~~to ~~disclosure~~the ~~was~~terms orand isconditions ~~required~~set forth in the Merger Agreement.

~~Supplemental~~At ~~Disclosures~~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 ~~additional~~foregoing ~~disclosures~~description inof ~~this~~the ~~Current~~effects ~~Report~~of onthe ~~Form~~Merger ~~8-K~~and ~~supplement~~ the ~~disclosures~~Merger ~~contained in~~Agreement, and ~~should~~the betransactions ~~read~~contemplated inthereby, ~~conjunction~~does ~~with,~~not ~~the~~purport ~~Definitive~~to ~~Proxy~~be ~~Statement,~~complete ~~which~~and ~~should~~is besubject ~~read~~to, and qualified in its entirety~~. To~~ ~~the~~by ~~extent~~reference ~~that~~to, ~~information~~the infull ~~this~~text ~~Current~~of ~~Report~~the onMerger ~~Form~~Agreement. A ~~8-K~~copy ~~differs~~of ~~from~~the orMerger ~~updates~~Agreement ~~information~~was ~~contained~~attached inas ~~the~~Exhibit ~~Definitive~~2.1 ~~Proxy~~to ~~Statement,~~ the ~~information~~Company’s ~~in this~~ Current Report on Form 8-K ~~shall~~filed ~~supersede~~with orthe ~~supplement~~Securities ~~the~~and ~~information~~Exchange inCommission (the ~~Definitive~~“SEC”) ~~Proxy~~on ~~Statement. Capitalized~~September ~~terms used herein~~27, ~~but not otherwise defined~~2018, ~~shall~~and ~~have~~is ~~the~~incorporated ~~meanings~~by ~~ascribed~~reference tointo ~~such~~this ~~terms~~Item ~~in the Definitive Proxy Statement~~2.01.

~~The disclosure under the heading “Summary – Litigation Relating to the Merger” is hereby supplemented by adding the following sentences to the end of such section on p. 11:~~2

OnItem ~~November~~3.01 Notice ~~9, 2018, a purported class action complaint was filed in the District Court~~ of ~~Oklahoma~~Delisting ~~County,~~or ~~State~~Failure ~~of Oklahoma on behalf of a putative class of Sonic stockholders, captioned Crawford v. Sonic Corp. et. al., Case No. CJ-2018-6207 (which we refer~~ to asSatisfy ~~the “Crawford complaint”). The Crawford complaint alleges material omissions in the definitive proxy statement filed by Sonic with the SEC on November 5, 2018 and asserts~~ a ~~claim~~Continued ~~for~~Listing ~~breaches~~Rule ofor ~~fiduciary~~Standard; ~~duties~~Transfer against Sonic’s directors and a claim for aiding and abetting against Sonic and its directors. The Crawford complaint seeks, among other things, injunctive relief preventing the merger, damages and an award of ~~plaintiffs’ costs and disbursements, including reasonable attorneys’ and expert fees and expenses~~Listing. Sonic believes that the Crawford complaint is without merit. In connection with the Crawford complaint, on November 9, 2018, the plaintiff filed an ex parte motion to expedite discovery, which was yet to be decided by the court. On November 19, 2018, Rigrodsky & Long, P.A., counsel for plaintiffs in the Franchi complaint, sent to representatives of Shearman & Sterling a letter referencing disclosure allegations in the four complaints and demanding certain supplemental disclosures be made to the definitive proxy statement filed by Sonic on November 5, 2018.

The ~~disclosure~~information ~~under~~set ~~the~~forth ~~heading~~in ~~“The~~the ~~Merger~~Introductory ~~(Proposal~~Note 1)and –under ~~Background~~Item of2.01 ~~the Merger”~~ is ~~hereby~~incorporated ~~supplemented~~ by ~~adding~~reference ~~the~~into ~~following~~this ~~sentence~~Item ~~to the end of the first paragraph on p~~3. ~~36:~~01.

~~These~~In ~~confidentiality~~connection ~~agreements~~with ~~contained~~the ~~standstill~~completion ~~provisions~~of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on December 7, 2018 that ~~did~~each ~~not~~outstanding ~~automatically~~share ~~terminate~~of ~~following~~the Common Stock (except as described in Item 2.01) was converted into the ~~execution~~right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01. Nasdaq halted trading of the ~~merger~~Common ~~agreement~~Stock prior to the opening of Nasdaq on December 7, 2018 and ~~several~~filed ~~restricted~~a Form 25 with the ~~counterparty~~SEC to remove the Common Stock from ~~requesting~~listing ~~Sonic~~on toNasdaq ~~amend~~and orto ~~waive~~deregister the ~~agreed-upon~~Common ~~standstill~~Stock ~~during~~pursuant to Section 12(b) of the ~~applicable~~Securities ~~standstill~~Exchange ~~periods~~Act of 1934, as amended (the “Exchange Act”).

~~The~~Additionally, ~~disclosure~~the ~~under~~Company intends to file with the ~~heading~~SEC ~~“The~~a ~~Merger~~Form ~~(Proposal~~15 1)requesting –the ~~Background~~termination of registration of the ~~Merger”~~Common isStock ~~hereby~~under ~~supplemented~~Section by12(g) ~~adding~~of the ~~following~~Exchange ~~sentence~~Act toand the ~~end~~suspension of the ~~fourth~~Company’s ~~full~~reporting ~~paragraph~~obligations onunder p.Section ~~37:~~13 and 15(d) of the Exchange Act.

~~Roark’s~~Item ~~non-binding~~3.03 Material ~~indication~~Modification ofto ~~interest~~Rights ~~did not mention management retention in the combined company or the purchase~~ of ~~participation~~Security ~~in the equity of the surviving corporation~~Holders.

The ~~disclosure~~information ~~under~~set ~~the~~forth ~~heading~~in ~~“The~~the ~~Merger~~Introductory ~~(Proposal~~Note 1)and –under ~~Background~~Items of2.01, ~~the~~3.01 ~~Merger”~~and 5.03 is ~~hereby~~incorporated ~~supplemented~~ by ~~adding~~reference ~~the~~into ~~following~~this ~~sentences~~Item ~~to the end of the fourth full paragraph on p~~3. ~~38:~~03.

AsIn ~~part~~connection ofwith ~~this~~the ~~discussion,~~completion ~~representatives~~ of ~~Shearman~~the &Merger, ~~Sterling~~at ~~discussed~~the ~~considerations~~Effective ~~with~~Time, ~~respect~~each tooutstanding ~~whether~~share ~~and when it is appropriate for management to discuss or negotiate treatment~~ of ~~management~~the ~~equity,~~Common ~~roll-over~~Stock of(except ~~equity~~as ordescribed ~~compensation~~in ~~post-closing~~Item ~~with~~2.01) awas ~~potential~~converted ~~acquirer~~into ~~and~~the ~~noted~~right ~~that~~to ~~deferral~~receive ofthe ~~such~~Merger ~~discussion~~Consideration ~~until~~pursuant ~~price~~to ~~and~~the ~~other~~Merger ~~material~~Agreement ~~terms~~as ~~are~~set ~~agreed~~forth ~~may~~under beItem ~~appropriate~~2. ~~The~~01, ~~Sonic~~and ~~board~~holders of ~~directors agreed that~~ such anCommon ~~approach~~Stock ~~was~~ceased ~~appropriate~~to ~~and~~have ~~instructed~~any ~~management~~rights ~~not~~as tostockholders ~~discuss~~of ~~management~~the ~~equity~~Company, ~~roll-over~~except ofas ~~equity~~provided ~~or compensation post-closing until price and other material terms~~ in ~~any~~the ~~potential~~Merger ~~transaction~~Agreement ~~were agreed~~ or ~~as otherwise instructed~~ by ~~the Sonic board of directors~~law.

~~The~~Item ~~disclosure~~5.01 Changes ~~under~~in ~~the~~Control ~~heading “The Merger (Proposal 1) – Background~~ of ~~the Merger” is hereby supplemented by adding the following sentence to the end of the eighth full paragraph on p~~Registrant. ~~40:~~

~~Inspire’s~~The ~~bid~~information ~~did~~set ~~not~~forth ~~mention management retention~~ in the ~~combined~~Introductory ~~company~~Note orand ~~the~~under ~~purchase~~Items of2.01 ~~participation~~and in5.02 ~~the~~is ~~equity~~incorporated ofby ~~the~~reference ~~surviving~~into ~~corporation~~this Item 5.01.

~~The~~As ~~disclosure~~a ~~under~~result ~~the heading “The Merger (Proposal 1) – Background~~ of the Merger”, isa ~~hereby~~change ~~supplemented~~in bycontrol ~~adding~~of the ~~following~~Company ~~sentence~~occurred, toand the ~~end~~Company ofis ~~the~~now ~~second~~a ~~full~~wholly ~~paragraph~~owned onsubsidiary p.of ~~42:~~Parent.

~~Inspire’s~~The ~~bid~~aggregate ~~did~~consideration ~~not~~used ~~mention~~by ~~management~~Parent ~~retention~~to inconsummate the ~~combined~~Merger ~~company~~(including or the ~~purchase~~funds required to pay for all equity securities of ~~participation~~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 ~~surviving corporation~~Company.

The disclosure under the heading “Change-of-Control Financial Analyses” is hereby supplemented by adding the following sentence to the second bullet in the third paragraph (in the subsection entitled “Discounted Cash Flow Analysis”) on p. 52:3

~~Guggenheim~~Item Securities estimated weighted average cost of capital based on Guggenheim Securities’ (i) investment banking and capital markets judgment and experience in valuing companies similar to Sonic and (ii) application of the capital asset pricing model with the following specific inputs: (a) Guggenheim Securities’ then-current estimate of the prospective US equity risk premium range (i.e., 5.~~25%~~02 –Departure ~~6.25%), (b) Guggenheim Securities’ review~~ of ~~Sonic’s~~Directors ~~Bloomberg~~or ~~one-year,~~Certain ~~two-year~~Officers; ~~and~~Election ~~five-year~~of ~~adjusted~~Directors; ~~equity~~Appointment betas and Sonic’s Barra predicted equity betas (in each case, both then-current and over time and with a bias toward more recent equity beta data to more appropriately reflect Sonic’s business mix and attendant risk profile going forward) as well as similar equity beta information for Sonic’s selected peer group companies (which resulted in a prospective unlevered equity beta reference range for Sonic of ~~0.65~~Certain –Officers; ~~0.80),~~Compensatory ~~(c)~~Arrangements the then-prevailing yield on the 20-year US Treasury bond (i.e., 3.14%) as a proxy for the risk-free rate, (d) Sonic’s assumed forward-looking capital structure and (e) Guggenheim Securities’ estimate of ~~the~~Certain ~~appropriate size/liquidity premium for Sonic on a stand-alone basis (i~~Officers.~~e., 1.89%).~~

The disclosure under the heading “Change-of-Control Financial Analyses” is hereby supplemented by adding the following sentence after the first sentence in the third bullet in the third paragraph (in the subsection entitled “Discounted Cash Flow Analysis”) on p. 52:Directors

~~Guggenheim~~In ~~Securities~~connection ~~selected~~with ~~such~~the ~~terminal/continuing~~completion ~~value-related~~of ~~perpetuity~~the ~~growth~~Merger ~~rates~~(and ~~based~~not onas ~~its~~a ~~professional~~result ~~judgment~~of ~~taking~~any ~~into~~disagreement ~~account~~with ~~various~~the ~~considerations and factors~~Company), ~~including~~at ~~among~~the ~~others~~Effective ~~(i)~~Time, ~~the~~each ~~nature~~ of ~~Sonic~~the Company’s ~~businesses,~~directors ~~including~~immediately ~~recent~~prior ~~and~~to ~~expected~~the ~~trends~~Effective inTime ~~and~~ceased ~~competitive~~to ~~dynamics~~be directors of the Company. In accordance with ~~respect~~the ~~to,~~terms ~~and~~of ~~expected~~the ~~long-term~~Merger ~~growth~~Agreement, ~~prospects~~immediately ~~for~~following the Effective Time, the ~~industry~~directors ~~and~~of ~~markets~~Merger inSub ~~which~~immediately ~~Sonic~~prior ~~operates~~to the Effective Time, ~~(ii)~~which ~~Sonic’s~~consisted ~~financial~~of ~~projections~~Paul ~~and~~Brown, ~~(iii)~~Nils ~~then-prevailing~~H. ~~market~~Okeson ~~expectations~~and ~~regarding~~J. USDavid ~~long-term~~Pipes, ~~economic~~became ~~growth~~the ~~and~~directors USof ~~long-term~~the ~~inflation~~Company.

~~The disclosure under the heading “Projected Financial Information” is hereby supplemented by adding the following sentences after the fourth sentence of the sixth paragraph on p. 58:~~Officers

~~EBITDA,~~As ~~Adjusted~~previously ~~EBITDA,~~announced ~~adjusted~~in ~~net~~the ~~income~~Company’s Current Report on Form 8-K filed with the SEC on November 7, ~~and~~2018, ~~free~~in ~~cash~~connection ~~flow~~with ~~are~~the completion of the Merger (and not ~~measures~~as a result of ~~financial~~any ~~performance~~disagreement ~~under~~with ~~GAAP~~the ~~and~~Company), ~~accordingly~~at the Effective Time, ~~should~~Clifford ~~not~~Hudson behas ~~considered~~retired ~~substitutes~~as ~~for~~the orCompany’s ~~superior~~Chief Executive Officer but will continue to ~~net~~provide ~~income,~~services ~~net~~to ~~income~~the ~~per~~Company ~~diluted~~for ~~share~~a period commencing with the Closing Date and ~~net~~continuing ~~cash~~until ~~provided~~March by1, ~~operating~~2019, ~~activities~~when asMr. ~~indicators~~Hudson will retire. Claudia San Pedro will remain the President of ~~operating~~the ~~performance~~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.

~~The~~Item ~~disclosure~~5.03 ~~under~~Amendments ~~the heading “Projected Financial Information” is hereby supplemented by adding the following footnotes with respect~~ to ~~the~~Articles ~~term~~of ~~“Company~~Incorporation ~~Operated~~or ~~4-Wall~~Bylaws; ~~EBITDA”~~Change in ~~each~~Fiscal ~~table on p~~Year. ~~59:~~

~~(1)~~Effective ~~Company~~upon ~~Operated~~completion ~~4-Wall~~of ~~EBITDA~~the isMerger, ~~defined~~the ascertificate of incorporation of the Company, ~~Drive-~~as in ~~Sales~~effect ~~less~~immediately prior to the ~~total~~Merger, ~~cost~~was ofamended ~~Company~~and ~~Drive-~~restated to be in ~~Sales. Non-GAAP~~the ~~reconciliations~~form ~~for~~of the ~~figures~~certificate ~~displayed~~of ~~above~~incorporation ~~are~~attached hereto as ~~follows:~~Exhibit 3.1, which is incorporated by reference into this Item 5.03.

~~Preliminary~~Effective ~~Projections~~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.

	Projected Fiscal Year Ending August 31,
($ in millions)	2018 ($)		2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023($)
Company Drive-In Sales		241		219		229		241		249		256
Food and packaging		67		61		63		67		69		71
Payroll and other employee benefits		88		79		82		84		87		89
Other operating expenses, exclusive of depreciation and amortization		49		43		44		45		47		48
Total cost of Company Drive-In Sales		204		183		189		196		203		208
Company Operated 4-Wall EBITDA		37		36		40		45		46		48

Updated Projections

($ in millions)	2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023($)
Company Drive-In Sales		221		231		242		249		256
Food and packaging		62		65		68		70		72
Payroll and other employee benefits		79		82		84		86		88
Other operating expenses, exclusive of depreciation and amortization		44		44		45		47		48
Total cost of Company Drive-In Sales		185		191		197		203		208
Company Operated 4-Wall EBITDA		36		40		45		46		48

The disclosure under the heading “Projected Financial Information” is hereby supplemented by replacing, in its entirety, the footnote with respect to the term “Adjusted EBITDA” in each table on p. 59:

(2) EBITDA means the relevant company’s operating earnings (after deduction of stock-based compensation) before interest, taxes, depreciation and amortization. When used in reference to Sonic, EBITDA has been adjusted to add back certain non-cash items and one time charges. Adjusted EBITDA means EBITDA adjusted to include add back of certain non-cash and one time charges. Adjusted Diluted EPS reflects net income per share on a diluted basis, before non-recurring items. Adjusted EBITDA is calculated as Net Income plus the following: net interest expense, provision for income taxes, depreciation and amortization, the provision for impairment of long-lived assets and stock-based compensation expense as follows:

Preliminary Projections

	Projected Fiscal Year Ending August 31,
($ in millions)	2018 ($)		2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023($)
Net Income		69		61		69		79		89		99
Net interest expense		33		33		34		35		36		37
Provision for income taxes		3		19		22		25		28		31
Depreciation and amortization		39		39		38		40		38		37
Provision for impairment of long-lived assets		1		1		1		1		1		1
Stock Compensation Expense		5		5		5		5		5		5
Adjusted EBITDA		150		158		169		185		197		210

Updated Projections

($ in millions)	2019 ($)		2020 ($)		2021 ($)		2022 ($)		2023($)
Net Income		58		66		75		86		96
Net interest expense		33		34		35		36		37
Provision for income taxes		18		21		24		27		30
Depreciation and amortization		40		39		41		38		37
Provision for impairment of long-lived assets		1		1		1		1		1
Stock Compensation Expense		5		5		5		5		5
Adjusted EBITDA		155		166		181		193		206

The disclosure under the heading “Projected Financial Information” is hereby supplemented by adding the following as a new section following the “Updated Projections” Table (as supplemented by this Form 8-K) on p. 59:

For purposes of Guggenheim Securities’ analyses, unlevered free cash flow was defined as the relevant company’s after-tax unlevered operating cash flow less capital expenditures.

	Projected Fiscal Year Ending August 31,
($ in millions)	2018 ($)			2019 ($)			2020 ($)			2021 ($)			2022 ($)			2023($)
Revenue		424			417			439			464			486			509
Adjusted EBITDA		148			155			166			181			193			206
Depreciation and amortization		38			40			40			42			39			37
Adjusted EBIT		106			110			121			134			149			163
Taxes		(3	)		(26	)		(29	)		(32	)		(36	)		(39	)
Unlevered Net Income		103			84			92			102			113			124
Unlevered Free Cash Flow		104			88			95			106			123			132

The disclosure under the heading “The Merger (Proposal 1) – Litigation Relating to the Merger” is hereby supplemented by adding the following sentences to the end of such section on p. 72:

On November 9, 2018, the Crawford complaint was filed in the District Court of Oklahoma County, State of Oklahoma on behalf of a putative class of Sonic stockholders.

The Crawford complaint alleges material omissions in the definitive proxy statement filed by Sonic with the SEC on November 5, 2018 and asserts a claim for breaches of fiduciary duties against Sonic’s directors and a claim for aiding and abetting against Sonic and its directors. The Crawford complaint seeks, among other things, injunctive relief preventing the merger, damages and an award of plaintiffs’ costs and disbursements, including reasonable attorneys’ and expert fees and expenses. Sonic believes that the Crawford complaint is without merit. In connection with the Crawford complaint, on November 9, 2018, the plaintiff filed an ex parte motion to expedite discovery, which was yet to be decided by the court. On November 19, 2018, Rigrodsky & Long, P.A., counsel for plaintiffs in the Franchi complaint, sent to representatives of Shearman & Sterling a letter referencing disclosure allegations in the four complaints and demanding certain supplemental disclosures be made to the definitive proxy statement filed by Sonic on November 5, 2018.

*****

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~4

~~This~~Item ~~communication contains “forward-looking statements” within the meaning of the U~~9.S.01 Financial ~~federal~~Statements ~~securities laws. Such statements include statements concerning anticipated future events~~ and ~~expectations that are not historical facts~~Exhibits. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the merger agreement, (c) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (d) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent Sonic Corp. from specifically enforcing Inspire Brands, Inc.’s obligations under the merger agreement or recovering damages for any breach by Inspire Brands, Inc.; (2) the effects that any termination of the merger agreement may have on Sonic Corp. or its business, including the risks that (a) Sonic Corp.’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring Sonic Corp. to pay Inspire Brands, Inc. a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on Sonic Corp. and its business, including the risks that as a result (a) Sonic Corp.’s business, operating results or stock price may suffer, (b) Sonic Corp.’s current plans and operations may be disrupted, (c) Sonic Corp’s ability to retain or recruit key employees may be adversely affected, (d) Sonic Corp.’s business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) Sonic Corp’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on Sonic Corp’s ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against Sonic Corp. and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of Sonic Corp.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018, as updated or supplemented by subsequent reports that Sonic Corp. has filed or files with the SEC.

Potential investors, shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Inspire Brands, Inc. nor Sonic Corp. assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.(d) Exhibits

~~ADDITIONAL~~Exhibit ~~INFORMATION~~No. ~~AND WHERE TO FIND IT~~Description

~~This~~2.1 ~~communication~~Agreement ~~does~~and ~~not~~Plan ~~constitute~~of anMerger, ~~offer~~dated toas ~~sell or the solicitation~~ of anSeptember ~~offer~~24, to2018, ~~buy~~by ~~any~~and ~~securities~~among orSonic ~~a solicitation of any vote or approval~~Corp. ~~This~~, ~~communication may be deemed to be solicitation material in respect of the proposed merger between~~ Inspire Brands, Inc. and ~~Sonic~~SSK ~~Corp. In~~Merger ~~connection with the proposed transaction~~Sub, ~~on November 5, 2018, Sonic Corp~~Inc. ~~filed with the Securities and Exchange Commission~~ (~~“SEC”)~~incorporated ~~and~~by ~~mailed~~reference to ~~shareholders~~Exhibit ~~a definitive proxy statement~~2. ~~SHAREHOLDERS~~1 OFto ~~SONIC~~Current ~~CORP.~~Report ~~ARE~~on ~~URGED~~Form TO8-K 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 obtain free copies of the definitive proxy statement and other documents filed bywith ~~Sonic Corp. at~~ the SEC’s ~~web~~on ~~site~~September ~~at www.sec.gov. Copies of the definitive proxy statement and the filings that are or will be incorporated by reference therein may also be obtained~~27, ~~without charge, at https://ir.sonicdrivein.com/ or by contacting Sonic Corp.’s Investor Relations at (405~~2018) ~~225-5000~~.

~~Before~~3.1 ~~making~~Amended ~~any~~and ~~voting~~Restated orCertificate ~~investment decisions with respect to the proposed transaction or any~~ of ~~the~~Incorporation ~~other matters with respect to which shareholders~~ of Sonic Corp. will be asked to vote pursuant to the proxy statement, shareholders are urged to read the definitive proxy statement (including any amendments or supplements thereto and any documents incorporated by reference therein) and other documents filed with the SEC by Sonic Corp. when they become available.

~~PARTICIPANTS~~3.2 INAmended ~~SOLICITATION~~and Restated By-laws of Sonic Corp.

Sonic Corp. and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding Sonic Corp.’s directors and executive officers is available in its proxy statement for its 2018 annual meeting of shareholders, filed with the SEC on December 18, 2017 and its annual report for the fiscal year ended August 31, 2018, filed with the SEC on Form 10-K on October 23, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.5

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGISTRANT:
	SONIC CORP.
Date: November 28, 2018	By:	/s/ Corey R. Horsch
Date: December 7, 2018	By:	/s/ Corey R. Horsch
		Corey R. Horsch
	Name:	Corey R. Horsch
		Vice President, Chief Financial Officer and Treasurer
	Title:	Vice President, Chief Financial Officer and Treasurer

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