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Law360 (October 30, 2020, 10:57 PM EDT ) Paul Weiss-advised Arby's parent Inspire Brands Inc. said Friday that it has agreed to buy Ropes & Gray-advised Dunkin' Brands Group Inc. in a deal valued at $11.3 billion, including the assumption of the doughnut chain's debt.
Under the proposed merger, Atlanta-based Inspire — whose brands include Arby's, Buffalo Wild Wings and Sonic Drive-In — will buy Massachusetts-based Dunkin' Brands, which also owns ice cream maker Baskin-Robbins, for $106.50 per share in cash. The deal is expected to close by the end of the year, the companies said.
"Dunkin' and Baskin-Robbins are category leaders with more than 70 years of rich heritage, and together they are two of the most iconic restaurant brands in the world," Inspire CEO Paul Brown said in a statement. "By joining Inspire, these brands will add complementary guest experiences and occasions to our current portfolio."
Inspire and Dunkin' said their boards of directors had both approved the proposed deal unanimously.
They said the stock buy represents a premium of about 30% to Dunkin's 30-day "volume-weighted" average share price and a premium of about 20% to Dunkin's closing price on Oct. 23.
There are currently more than 12,500 Dunkin' locations and nearly 8,000 Baskin-Robbins locations around the world, the companies said.
If the deal is approved, Inspire, which also owns Jimmy John's and is backed by Roark Capital, would hold a combined portfolio with $26 billion in sales, more than 31,600 restaurants in more than 60 countries, 600,000 workers, more than 3,200 franchisees, and more than 25 million loyalty members, the companies said.
"Today's announcement is a testament to our world-class group of franchisees, licensees, employees and suppliers who have worked together to transform Dunkin' and Baskin-Robbins into modern, relevant brands," Dunkin' CEO Dave Hoffmann said in a statement. "This team's grit and determination has enabled us to deliver outsized performance and made our brands among the most elite in the quick service industry."
Hoffmann also said the company "stood tall" and "had each other's backs" after the COVID-19 pandemic started.
Barclays is serving as financial adviser to Inspire, while Dunkin's financial adviser is BofA Securities Inc.
Inspire is represented by Jeffrey D. Marell, Rachael G. Coffey, Robert B. Schumer and Daniel J. Layfield of Paul Weiss Rifkind Wharton & Garrison LLP.
Dunkin' is represented by a Ropes & Gray LLP team led by mergers & acquisitions partners Craig Marcus and Jane Goldstein and included employment, executive compensation & benefits partner Renata Ferrari, mergers & acquisitions partner Sarah Young, litigation & enforcement partner Peter Welsh, antitrust partner Michael McFalls, debt finance partner Patricia Lynch, private equity transactions partner Howard Glazer, capital markets partner Will Michener, intellectual property partner Ed Black, real estate partner Peter Alpert and tax partner Elaine Murphy.
--Editing by Aaron Pelc.
Update: This story was updated with the Ropes & Gray deal team.
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