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Dunkin' Brands (DNKN) Enters Agreement for Accelerated Share Repurchase

February 15, 2018 6:19 AM EST

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Dunkin' Brands (NASDAQ: DNKN) disclosed in an SEC filing:


On February 14, 2018, Dunkin’ Brands Group, Inc. (the “Company”) entered into accelerated share repurchase agreements with each of Citibank, N.A. and JPMorgan Chase Bank, National Association, London Branch (collectively, the “Dealers”) to repurchase an aggregate of $650.0 million of the Company’s common stock (the “ASR Agreements”). The Company will acquire the shares under the ASR Agreements as part of its previously announced $650 million share repurchase program.

Pursuant to the terms of the ASR Agreements, on February 16, 2018, the Company will make payments of $650 million in the aggregate to the Dealers and will receive an initial delivery of approximately 8,479,000 shares of the Company’s common stock in the aggregate from the Dealers, which is approximately 80 percent of the total number of shares of the Company’s common stock expected to be repurchased under the ASR Agreements. At settlement, the Dealers may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the Dealers, based generally on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR Agreements. The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreements may be accelerated, extended or terminated early by the Dealers and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of each ASR Agreement is expected to be completed in August 2018, although the settlement may be accelerated at the Dealer’s option.

The foregoing description of the ASR agreements is qualified in its entirety by reference to the ASR agreements, which are filed herewith as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.



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