DENNY'S Corp 8-K

What Happened
Denny’s Corporation filed an 8‑K on January 5, 2026 to supplement its Definitive Proxy Statement for the merger announced November 3, 2025 with Sparkle Topco/Sparkle Acquisition (controlled by funds managed by affiliates of TriArtisan). The Company confirms the merger consideration is $6.25 per share and that the combined company would be privately held after closing. In response to two lawsuits filed Dec 16–17, 2025 (Mark Thomas v. Denny’s and James Walsh v. Denny’s) alleging the proxy was false or misleading—and to multiple demand letters—the Company denies the claims but voluntarily added disclosures to the proxy to address these allegations and provide additional detail for shareholders ahead of the January 13, 2026 special meeting.

Key Details

• Merger background: Merger Agreement dated Nov 3, 2025; Merger Consideration $6.25 per share; buyer controlled by TriArtisan-affiliated funds.
• Litigation & timing: Two lawsuits filed Dec 16 (Thomas) and Dec 17 (Walsh), and multiple demand letters; special stockholder meeting scheduled Jan 13, 2026.
• Valuation and financing details added: Truist’s DCF used a 11.5%–12.5% discount rate and 2.0%–3.0% terminal growth, yielding a DCF implied range of $5.13–$7.11 per share (compare to $6.25 offer). June 30, 2025 IOI disclosed proposed financing of $200M sale/leaseback, $225M debt and $200M equity.
• Updated projections: 2025 revenue updated to $478.2M; 2025 Adjusted EBITDA $79.9M; Unlevered Free Cash Flow (2026–2029) shown as $55.5M, $61.7M, $60.5M and $63.8M respectively.

Why It Matters
The supplement is material for shareholders deciding how to vote: it adds more detail on prior indications of interest, Truist Securities’ valuation analyses (including comps, precedent transactions and a DCF range), financings proposed by the buyer, and updated company projections. The lawsuits and demand letters allege disclosure deficiencies and seek to block the merger—risks the filing explicitly acknowledges—so the added disclosures aim to reduce litigation-related uncertainty and inform investors. If the merger closes as planned, Denny’s shares will no longer trade publicly, making the proxy vote on Jan 13, 2026 critical for shareholders. Investors should review the supplemented proxy and related SEC filings before voting.