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

Date of Report (Date of earliest event reported): ~~October~~December 3015, 2020

DUNKIN’ BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35258

20-4145825

(state or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

130 Royall Street

Canton, Massachusetts

02021

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 737-3000

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

DNKN

Nasdaq Global Select Market

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 (see General Instruction A.2. below):

☐	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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Dunkin’ Brands Group, Inc. (the “Company”) on November 2, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on October 30, 2020, with Inspire Brands, Inc. (“Parent”) and Parent’s indirect wholly-owned subsidiary, Vale Merger Sub, Inc. (“Merger Sub”).

OnPursuant ~~October 30,~~to ~~2020~~the Merger Agreement, ~~Dunkin’~~and ~~Brands~~upon ~~Group~~the terms and subject to the conditions thereof, ~~Inc.~~on November 16, 2020, Merger Sub commenced a ~~Delaware~~tender ~~corporation~~offer (the “~~Company~~Offer”), ~~entered~~to ~~into~~acquire anall ~~Agreement~~of the issued and ~~Plan~~outstanding shares of ~~Merger~~the common stock, par value $0.001 per share (the “~~Merger Agreement~~Shares”), ~~with~~of ~~Inspire~~the ~~Brands~~Company, ~~Inc.,~~at a ~~Delaware~~price ~~corporation~~per ~~(“Parent”)~~Share of $106.50, ~~and~~net ~~Parent’s~~to ~~indirect~~the ~~wholly-owned~~holder ~~subsidiary,~~of ~~Vale~~such ~~Merger~~Share, ~~Sub~~in cash, ~~Inc.~~without interest, asubject ~~Delaware~~to ~~corporation~~any applicable withholding of taxes (the “~~Merger~~Offer ~~Sub~~Price”).

~~Pursuant~~The toOffer ~~the~~expired ~~Merger~~at ~~Agreement,~~one ~~and~~minute ~~upon~~after ~~the~~11:59 ~~terms~~p.m. ~~and~~(12:00 ~~subject~~midnight) toEastern ~~the~~Time, ~~conditions~~on ~~thereof~~Monday, ~~Merger~~December 14, ~~Sub~~2020. ~~will~~According ~~commence~~to aAmerican ~~tender~~Stock ~~offer~~Transfer & (Trust Company, the “depositary for the Offer”), to65,724,417 ~~purchase~~Shares ~~all~~were ofvalidly ~~the~~tendered ~~issued~~in ~~and~~accordance ~~outstanding~~with ~~shares~~the (terms of the Offer and “~~Shares~~received” (as defined in Section 251(h)(6)(f) of ~~common~~the ~~stock,~~General ~~par~~Corporation ~~value~~Law ~~$0.001~~of ~~per~~the ~~share~~State of Delaware (the “~~Common Stock~~DGCL”),) ofand ~~the~~not ~~Company~~validly atwithdrawn, arepresenting ~~price~~approximately 79.7% of ~~$106~~the outstanding Shares.50 ~~per~~In ~~Share~~addition, ~~net~~2,354,016 toShares ~~the~~were ~~holder~~delivered ofthrough ~~such~~notices ~~share,~~of inguaranteed ~~cash~~delivery, ~~without~~representing ~~interest,~~approximately ~~but~~2.9% ~~subject~~of tothe ~~any~~Shares ~~applicable~~outstanding. ~~withholding~~The number of ~~taxes~~Shares tendered satisfied the Minimum Tender Condition (as defined in the ~~“Offer~~Merger ~~Price”~~Agreement). IfAll ~~certain~~ conditions ~~are~~to ~~satisfied and~~ the Offer ~~closes~~having been satisfied or waived, Parent ~~will~~and ~~acquire~~Merger ~~any~~Sub ~~remaining~~accepted ~~shares~~for ~~that~~payment ~~are~~all ~~not~~Shares validly tendered in(and ~~the~~not ~~Offer~~validly bywithdrawn) aprior ~~merger~~to ofthe ~~Merger~~expiration ~~Sub~~of ~~with~~the Offer and ~~into~~made ~~the~~payment ~~Company~~for ~~(the~~such ~~“Merger”)~~Shares on December 15, 2020.

~~The~~On ~~Merger~~December 15, ~~Agreement~~2020, ~~contemplates~~as ~~that~~a ~~the~~result ~~Merger~~of ~~will~~its beacceptance ~~effected~~of, ~~pursuant~~and topayment ~~Section 251(h)~~for, ofthe Shares tendered in the ~~General~~Offer, ~~Corporation~~Merger ~~Law~~Sub acquired a sufficient number of Shares to complete the ~~State~~merger of ~~Delaware~~Merger Sub with and into the Company (the “~~DGCL~~Merger”), ~~which~~without ~~permits~~a ~~completion~~vote of the ~~Merger~~stockholders ~~without~~of athe ~~shareholder~~Company ~~vote,~~pursuant asto ~~soon~~Section 251(h) asof ~~practicable~~the DGCL. Accordingly, following the consummation of the Offer., ~~The obligation of~~ Parent and Merger Sub toeffected ~~consummate~~ the ~~Offer~~Merger ispursuant ~~subject~~ to ~~various~~Section 251(h). ~~conditions,~~At ~~including~~the ~~that~~effective ~~there~~time beof ~~validly~~the ~~tendered~~Merger, ~~and~~each ~~not~~outstanding ~~validly~~Share ~~withdrawn~~(other ~~that~~than ~~number~~(1) Shares ofirrevocably ~~Shares~~accepted ~~representing,~~for ~~together~~purchase ~~with~~by ~~the~~Merger ~~number~~Sub ofin ~~Shares~~the ~~otherwise~~Offer, (2) Shares owned by Parent, orMerger ~~its~~Sub ~~affiliates,~~or atthe ~~least~~Company aor ~~majority~~any ofdirect ~~the~~or ~~Shares~~indirect ~~outstanding~~wholly-owned assubsidiary of Parent or the ~~scheduled~~Company, ~~expiration~~including ofall ~~the~~Shares ~~Offer~~held (by the ~~“Minimum~~Company ~~Tender~~as ~~Condition”).~~treasury ~~The~~stock, ~~Minimum~~or ~~Tender~~(3) Shares ~~Condition~~that ~~may~~are ~~not~~held beby ~~waived~~any bystockholder ~~Merger~~who ~~Sub~~is ~~without~~entitled ~~the~~to ~~prior~~demand ~~written~~and ~~consent~~properly ofdemands ~~the~~appraisal ~~Company.~~pursuant ~~Merger~~to, ~~Sub~~and ~~will~~who ~~not~~complies bein ~~obligated~~all torespects ~~consummate~~with the ~~Offer~~provisions onof, orSection 262 ~~prior~~of the DGCL with respect to ~~December 18,~~such ~~2020.~~Shares) ~~The~~was ~~obligation~~converted ofinto ~~Merger~~the ~~Sub~~right to ~~consummate~~receive the Offer isPrice ~~also~~from ~~subject~~Merger toSub. At the ~~expiration~~effective time of the ~~waiting~~Merger, ~~period~~the ~~(and~~Company ~~any~~became ~~extension~~an ~~thereof)~~indirect ~~under the Hart~~wholly-~~Scott-Rodino~~owned ~~Antitrust~~subsidiary ~~Improvements~~of ~~Act~~Parent. ofAs ~~1976~~a ~~and~~result, ~~other~~a ~~customary~~change ~~conditions.~~of ~~Consummation~~control of the ~~Offer~~Company ~~is not subject to a financing condition~~occurred.

~~Following~~The ~~the~~foregoing ~~consummation~~description of the ~~Offer and subject to the terms and conditions of the~~ Merger Agreement, ~~Merger Sub will merge with~~ and ~~into~~ the ~~Company~~transactions ~~pursuant~~contemplated tothereby ~~the~~does ~~provisions~~not ofpurport ~~Section~~to ~~251(h)~~be ofcomplete ~~the~~and ~~DGCL~~is asqualified ~~provided~~ in ~~the~~its ~~Merger~~entirety Agreement, with the Company being the surviving corporation. At the effective time of the Merger (the “Effective Time”), each Share (other than (i) Shares irrevocably accepted for purchase in the Offer, (ii) Shares held in the treasury of the Company, (iii) Shares owned by ~~any~~reference ~~direct~~to ~~or indirect wholly-owned subsidiary of~~ the ~~Company and Shares owned by~~ Merger ~~Sub~~Agreement, ~~Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time and (iv) Shares owned by~~ a ~~holder~~copy ~~who was entitled to demand and who has properly demanded appraisal for such Shares under Section 262~~ of ~~the~~which ~~DGCL~~is ~~and~~filed as ofExhibit the Effective Time has neither effectively withdrawn nor lost such holder’s rights to such appraisal under DGCL with respect to such Shares) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price2.1 ~~At the Effective Time, except as otherwise provided in the Merger Agreement, each outstanding stock option and each outstanding restricted stock unit that is subject~~ to ~~vesting~~this ~~conditions~~Current ~~based~~Report ~~solely~~ on ~~continued~~Form ~~employment~~8-K ~~or service to the Company or any of its subsidiaries will become fully vested~~ and~~/or~~ ~~exercisable,~~is asincorporated ~~applicable, and will be cancelled and converted into the right to receive an amount in cash equal to, in the case of a stock option, the amount~~ by ~~which~~reference the Offer Price exceeds the applicable exercise price per stock option multiplied by the number of shares of Common Stock subject to such stock option and, in the case of a restricted stock unit, the product of the Offer Price and the number of shares of Common Stock subject to such restricted stock unitherein. At the Effective Time, each outstanding restricted stock unit subject to performance-based restrictions (a “Performance Stock Unit”) will be cancelled and converted into the right to receive an amount in cash equal to the product of the Offer Price and the number of shares of Common Stock subject to such Performance Stock Unit, with the number of shares of Common Stock subject to such Performance Stock Unit determined to be at or above one hundred percent of the target number of the Performance Stock Unit subject to such award, depending on the performance period associated with the Performance Stock Units.

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub~~3.01 ~~Subject~~Notice ~~to the terms~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement,~~Failure ~~the Company has agreed~~ to ~~operate~~Satisfy ~~its~~a ~~business~~Continued inListing ~~the~~Rule ~~ordinary course until the Effective Time. The Company has also agreed, subject to certain conditions, not to solicit~~ or ~~engage~~Standard; inTransfer discussions with third parties regarding other acquisition proposals. Parent and Merger Sub have agreed to use reasonable best efforts to take actions that may be required in order to obtain antitrust approval of ~~the proposed transaction, subject to certain limitations.~~ Listing

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~also~~the ~~includes~~consummation ~~customary~~of ~~termination~~the ~~provisions~~Offer ~~for~~and ~~both~~the Merger, the Company notified The Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and ~~Parent,~~requested ~~subject,~~that inNasdaq ~~certain~~file ~~circumstances,~~with the SEC a notification of removal from listing and/or registration on Form 25 to effect the ~~payment~~delisting byof all Shares from Nasdaq and the ~~Company~~deregistration orof ~~Parent~~such Shares under Section 12(b) of athe ~~termination~~Securities ~~fee~~Exchange Act of ~~$268~~1934, as amended (the “Exchange Act”). Nasdaq filed the Form 25 with the SEC on December ~~million~~15, or2020 ~~$469~~and trading of Shares is expected to be suspended effective prior to the open of trading on December ~~million~~15, ~~respectively~~2020. ~~The~~In addition, the Company ~~must~~intends ~~pay~~to ~~Parent~~file ~~the~~a ~~$268~~certification and notice of termination of registration on Form ~~million~~15 with the SEC requesting the termination ~~fee~~of inregistration of the ~~event~~Shares ~~that~~under Section 12(g) of the ~~Merger~~Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares.

1Item 3.03 Material Modification to Rights of Security Holders

Agreement is terminated by Parent following a change of recommendation by the board of directors of the Company (the “Company Board”) or if the Company terminates the Merger Agreement to enter into an agreement with respect to a proposal from a third party that is a superior alternative to Parent’s, in each case, as is more particularly described in the Merger Agreement. The ~~Company~~information ~~must~~set ~~also~~forth ~~pay Parent the termination fee if the Merger Agreement is terminated because the Offer,~~ under ~~specified~~Items ~~circumstances~~2.01, ~~has not been consummated by the Outside Date (as defined in the Merger Agreement)~~3.01, ~~a third party has made another acquisition proposal to the Company prior to the expiration of the Offer~~5.01, and, within nine (9) months following the termination of the Merger Agreement, the Company consummates a transaction with respect to such acquisition proposal or enters into a definitive agreement in connection with an acquisition proposal and consummates such transaction5.03 ~~Parent must pay the Company the $469 million termination fee (the “Parent Termination Fee”) in the event that (i) the Merger Agreement is terminated as a result~~ of ~~any~~this ~~breach~~Current orReport ~~inaccuracy~~on ofForm ~~any~~8-K representation or warranty or failure to perform any covenant or agreement by Parent or Merger Sub that causes the conditions to the Offer not to be satisfied (or not to be capable of being satisfied, subject to certain cure periods) (a “Breach Termination”), (ii) all of such conditions to the closing of the Offer have been satisfied (or will be satisfied at the Offer expiration time), the Company provides irrevocable notice of its willingness to consummate the Offer and the Merger as required by the Merger Agreement, and Parent and Merger Sub fail to consummate the Offer within three business days of the Offer expiration time (a “Failure to Close Termination”) or (iii) the merger agreement is ~~terminated~~incorporated ~~as a result of the Offer having not been consummated~~ by ~~the~~reference ~~Outside~~into ~~Date~~this ~~when~~Item ~~the Company could have then terminated the Merger Agreement pursuant to a Breach Termination or Failure to Close Termination~~3. The parties to the Merger Agreement are also entitled to an injunction or injunctions to prevent breaches of the Merger Agreement, and, subject to certain limitations, to specifically enforce the terms and provisions of the Merger Agreement03.

~~The~~Item ~~Company~~5.01 ~~Board~~Changes ~~unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to and~~ in ~~the~~Control ~~best interests~~ of the Company and its stockholders, (ii) declared it advisable to enter into the Merger Agreement, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, and (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer. Registrant

~~Parent~~The ~~has~~information ~~obtained~~set ~~commitments~~forth for the equity portion of the financing for the Offer and the Merger from certain investment funds affiliated with Roark Capital Management LLC and such investment funds have also agreed to guarantee certain payment obligations under ~~the~~Items ~~Merger Agreement~~2.01, ~~including the payment of the Parent Termination Fee~~5.02, ~~A subsidiary of Parent has obtained commitments for a portion of the financing for the Offer~~ and ~~the Merger~~5.03 ~~Each~~ of ~~the~~this ~~foregoing~~Current ~~commitments~~Report ~~is subject to customary conditions. Parent intends to fund the remaining portion of the consideration payable in the Offer and the Merger from cash~~ on ~~hand~~Form ~~and~~8-K ~~from~~is ~~the~~incorporated ~~existing~~by ~~debt~~reference ~~facilities~~into ofthis ~~Parent~~Item ~~and Parent’s subsidiaries~~5.01.

~~The~~As ~~Offer~~a ~~will~~result ~~initially~~of ~~remain~~the ~~open~~completion ~~for~~of ~~twenty~~the ~~business~~Merger, ~~days~~a change of control of the Company occurred and the Company became an indirect, ~~subject~~wholly-owned tosubsidiary ~~possible~~of ~~extension~~Parent. onParent obtained the ~~terms~~funds ~~set~~necessary ~~forth~~to infund the ~~Merger~~acquisition ~~Agreement~~through (i) equity financing of up to $5.38 billion ~~The~~from ~~parties~~certain ~~currently~~investment ~~expect~~funds affiliated with Roark Capital Management LLC, (ii) cash on hand, (iii) available borrowing capacity under (x) the ~~Offer~~Series 2020-1 Class A-1 variable ~~and~~funding senior notes (the ~~Merger~~“VFN toFacility”) beof ~~completed~~certain inof Parent’s wholly-owned bankruptcy-remote subsidiaries and (y) the ~~fourth~~credit ~~quarter~~agreement of ~~2020~~Parent’s indirect, wholly-owned subsidiary (the “Existing Credit Agreement”) and (iv) newly obtained incremental financing incurred by Parent pursuant to the Existing Credit Agreement.

~~The~~Item foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed as Exhibit 25.102 ~~hereto~~Departure ~~and incorporated herein by reference. The assertions embodied in the representations and warranties included in the Merger Agreement were made solely for purposes~~ of ~~the~~Certain ~~contract~~Officers; ~~among~~Election the Company, Merger Sub and Parent and are subject to important qualifications and limitations agreed to by the Company, Merger Sub and Parent in connection with the negotiated terms, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of ~~allocating~~Directors; ~~contractual~~Appointment ~~risk between them that differ from those applicable to investors. Moreover, some~~ of ~~those~~Certain ~~representations~~Officers; ~~and~~Compensatory ~~warranties~~Arrangements ~~may not be accurate or complete as~~ of ~~any~~Certain specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) or may have been used for purposes of allocating risk among the Company, Merger Sub and Parent rather than establishing matters as facts. Investors should not rely on the representations and warranties or any description of them as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and this subsequent information may or may not be fully reflected in public disclosures by the Company or Parent. Officers

2In accordance with the Merger Agreement, at the effective time of the Merger, each of Raul Alvarez, Linda Boff, Irene Chang Britt, Anthony DiNovi, Michael Hines, David Hoffmann, Mark Nunnelly, Roland Smith, Carl Sparks, and Nigel Travis resigned from the board of directors of the Company. These resignations were in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices.

~~Item~~Pursuant 7to the terms of the Merger Agreement, at the effective time of the Merger, Paul J.01 ~~Regulation~~Brown, FDNils H. Okeson, and J. David Pipes, as directors of Merger Sub as of immediately prior to the effective time of the Merger, became the directors of the Company.

OnIn ~~October~~connection with the consummation of the Merger, following the closing of the Merger on December 3015, 2020, David Hoffmann ceased to be the Company’s ~~and~~Chief ~~Parent~~Executive ~~issued~~Officer. Mr. Hoffmann will remain a ~~joint~~Senior ~~press~~Advisor ~~release~~and ~~announcing~~officer of the ~~execution~~Company. Each officer of the Company immediately prior to the effective time of the Merger ~~Agreement.~~will Acontinue ~~copy~~as an officer of the ~~joint~~Company. ~~press~~The ~~release~~Company’s isdirectors ~~attached~~also asappointed ~~Exhibit~~Paul 99J.1 Brown, ~~hereto~~Nils H. Okeson, and J. David Pipes as new officers of the Company.

~~*****~~Information about Mr. Brown, Mr. Okeson and Mr. Pipes is contained in the Offer to Purchase, filed by Parent and Merger Sub as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on November 16, 2020, which information is incorporated herein by reference.

~~Additional~~Item ~~Information~~5.03 ~~and~~Amendments ~~Where~~ to ~~Find~~Articles Itof Incorporation or Bylaws; Change in Fiscal Year

~~The~~Pursuant tender offer for the outstanding shares of Company common stock described in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is for informational purposes only and is neither an offer to ~~purchase nor a solicitation of an offer to sell shares of~~ the ~~Company’s~~terms ~~common stock, nor is it a substitute for any tender offer materials that Inspire Brands, Inc., Vale Merger Sub, Inc. or the Company will file with the U.S. SEC. A solicitation and offer to buy shares~~ of the Company common stock will be made only pursuant to an offer to purchase and related materials that Inspire Brands, Inc. intends to file with the SEC. At the time the tender offer is commenced, Inspire Brands, Inc. will cause Vale Merger ~~Sub~~Agreement, ~~Inc. to file a tender offer statement~~ on ~~Schedule~~December 15, ~~TO with the SEC~~2020, ~~and~~ the Company ~~will file a solicitation/recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY~~’Ss ~~STOCKHOLDERS~~certificate ~~AND~~of ~~OTHER~~incorporation ~~INVESTORS~~and ~~ARE~~bylaws ~~URGED~~were TOeach ~~READ~~amended THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY THE COMPANY WITH THE SEC, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO THAT SHOULD BE READY CAREFULLY. Both the tender offer statement and ~~the~~restated ~~solicitation/recommendation~~in ~~statement~~their ~~will be made available at no charge on the SEC’s website: www~~entirety.~~sec.gov.~~ InCopies ~~addition, a copy~~ of the ~~offer~~amended toand ~~purchase,~~restated ~~letter~~certificate of ~~transmittal~~incorporation and ~~certain~~amended ~~other tender offer documents (once they become available) will be mailed to the Company stockholders free of charge~~ and ~~additional~~restated ~~copies~~bylaws ~~may~~are beattached ~~obtained~~as ~~free~~Exhibits ~~of charge, by contacting Dunkin’ Brands Investor Relations either by telephone at 781-737-3200 or by e-mail at Investor~~3.~~Relations@DunkinBrands.com~~1 orand ~~on the Company’s website at www~~3.~~dunkinbrands.com. In addition to the offer to purchase~~2, ~~the related letter of transmittal and certain other documents~~respectively, asto ~~well~~this asCurrent ~~the~~Report ~~solicitation/recommendation~~on ~~statement,~~Form ~~the~~8-K ~~Company files annual, quarterly~~ and ~~current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC~~ are ~~available~~incorporated toherein ~~the public from commercial document-retrieval services and at the website maintained~~ by ~~the SEC at www~~reference.~~sec.gov.~~ ~~Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at www.dunkinbrands.com.~~

~~Cautionary~~Item ~~Note~~9.01 ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits

This filing, as well as the exhibits attached hereto, contain forward-looking statements and projections within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Generally, these statements may be identified by the use of words such as “expect,” “intend,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words and include, among other things, statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. Forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. In particular, some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements include, among others: (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the

possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including franchisees and licensees; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) Inspire Brands, Inc.’s ability to realize the synergies contemplated by the proposed transaction and integrate the business of the Company; (x) Inspire Brands, Inc.’s level of leverage and debt, including covenants that restrict the operation of its business; (xi) Inspire Brands, Inc.’s ability to service outstanding debt or obtain additional financing; and (xii) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Inspire Brands, Inc. and the Company, as applicable. The actual financial impact of the transaction may differ from the expected financial impact described in this filing or the exhibits attached hereto. Therefore, you should not place undue reliance on such forward-looking statements. All forward-looking statements are based on information available to management on the date of this communication, and we assume no obligation to, and expressly disclaim any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of October 30, 2020, among the Company, Inspire Brands, Inc. and Vale Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K file No. 001-35258, filed on November 2, 2020)
99.1		Joint Press Release, dated October 30, 2020, issued by the Company and Inspire Brands, Inc.
3.1		Amended and Restated Certificate of Incorporation of Dunkin’ Brands Group, Inc. (filed herewith)
3.2		Amended and Restated Bylaws of Dunkin’ Brands Group, Inc. (filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

4SIGNATURE

SIGNATURES

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.

DUNKIN’ BRANDS GROUP, INC. By: /s/ ~~Katherine~~David D.Hoffmann ~~Jaspon~~David ~~Katherine~~Hoffmann D.Authorized ~~Jaspon Chief Financial~~ Officer

Dated: ~~November~~December 215, 2020

Filing Compare · DUNKIN' BRANDS GROUP, INC.