Inspire Brands, Inc. entered into a definitive merger agreement to acquire Dunkin' Brands Group, Inc. (NasdaqGS:DNKN) for $8.8 billion on October 30, 2020. Under the terms of the tender offer, Inspire Brands, will pay $106.5 per share in cash. Including debt the deal is valued at $11.3 billion. Inspire has obtained equity portion of the financing for the offer and the merger from certain investment funds affiliated with Roark Capital Management LLC in the amount of $5.38 billion and also intends to fund the remaining portion of the consideration payable in the offer and the merger from cash on hand and from the existing debt facilities in the amount of $2.6 billion term loan and a $250 million revolving commitment and from VFN Facility in the amount of $150 million. Post-Closing of the transaction, Dunkin' will be operating as the wholly-owned subsidiary of Inspire. Dunkin and Baskin-Robbins will operate as distinct brands within Inspire. In case of termination, Dunkin will pay a fee of $268 million to Inspire, and Inspire will pay $469 million to Dunkin based on certain conditions. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Dunkin’ Brands’ outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. Consummation of the Offer is not subject to a financing condition. The transaction has been unanimously approved by the Boards of Directors of Inspire and Dunkin’ Brands. Following the successful completion of the tender offer, Inspire will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. As of November 23, 2020, FTC granted the early termination notice. The Inside Date Condition has been waived off on December 7, 2020. The transaction is expected to close by the end of December 2020. As of December 7, 2020, the tender offer is expected to expire on December 14, 2020. Barclays acted as financial advisor and Rachael G. Coffey, Jeffrey D. Marell, Robert Zochowski, Monica Thurmond, Charles Pesant, Jordan Yarett, Amran Hussein, Sarah Stasny, Marco Masotti, Daniel Layfield, Suhan Shim, Christopher Poggi, Patricia Vaz de Almeida, Evan Berman, Mikhel Schecter, Lawrence Witdorchic, Jarrett Hoffman, Scott Sontag, Claudine Meredith-Goujon, Salvatore Gogliormella, Marta Kelly, Michelle Parikh, Steven Herzog, William O'Brien and Robert B. Schumer of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Inspire. BofA Securities, Inc. acted as financial advisor and also provided fairness opinion to Dunkin’ Brands and Jane D. Goldstein, Craig E. Marcus, Renata J. Ferrari, Peter L. Welsh, Michael S. McFalls, Patricia C. Lynch, Howard S. Glazer, William Michener, Edward G. Black, Peter A. Alpert, Elaine B. Murphy and Sarah H. Young of Ropes & Gray LLP acted as legal advisors to Dunkin’ Brands. Innisfree M&A Incorporated acted as information agent and American Stock Transfer & Trust Company, as depository to Inspire Brands, Inc.