Form SC14D9C DUNKIN' BRANDS GROUP, Filed by: DUNKIN' BRANDS GROUP, INC.

November 2, 2020 6:25 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

DUNKIN’ BRANDS GROUP, INC.

(Name of Subject Company)

DUNKIN’ BRANDS GROUP, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

265504100

(CUSIP Number of Class of Securities)

W. David Mann

Senior Vice President, Chief Legal Officer

130 Royall Street

Canton, Massachusetts 02021

(781) 737-5149

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With a copy to:

Jane D. Goldstein

Craig E. Marcus

Sarah H. Young

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

☒	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 consists of the following documents related to the proposed acquisition of Dunkin’ Brands Group, Inc. (the “Company”), pursuant to the terms of an Agreement and Plan of Merger, dated as of October 30, 2020, by and among the Company, Inspire Brands, Inc. (“Inspire”) and Vale Merger Sub, Inc.

Joint Press release, dated October 30, 2020, issued by the Company and Inspire on October 30, 2020, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 2, 2020 (File No. 001-35258).

Letter to the Company’s Employees from David Hoffman, Chief Executive Officer of the Company, dated October 30, 2020, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Letter to Dunkin’ U.S. Franchisees, dated October 30, 2020, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Letter to Baskin-Robbins U.S. and Canada Franchisees, dated October 30, 2020, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Letter to International Franchisees, dated October 30, 2020, a copy of which is attached hereto as Exhibit 99.5 and incorporated herein by reference.

Letters to Governments and Trade Associations, dated October 31, 2020, copies of which are attached hereto as Exhibit 99.6 and incorporated herein by reference.

Letter to Suppliers and Vendors, dated October 31, 2020, a copy of which is attached hereto as Exhibit 99.7 and incorporated herein by reference.

Employee and Franchisee Town Hall Invitation Including Link to Letter from Paul Brown, Chief Executive Officer of Inspire, dated November 1, 2020, copies of which are attached hereto as Exhibit 99.8 and incorporated herein by reference.

Items #1-5 above were first used or made available on October 30, 2020. Items #6-7 above were first used or made available on October 31, 2020. Item #9 above was first used or made available on November 1, 2020. In addition, the information set forth under Items 1.01, 7.01 and 9.01 of the Current Report on Form 8-K filed by the Company on November 2, 2020 (including all exhibits attached thereto) are incorporated herein by reference.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The tender offer for the outstanding shares of Company common stock described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company common stock, nor is it a substitute for any tender offer materials that Inspire, Vale Merger Sub, Inc. or the Company will file with the U.S. Securities and Exchange Commission (the “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 intends to file with the SEC. At the time the tender offer is commenced, Inspire will cause Vale Merger Sub, Inc. to file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. COMPANY STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ 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 solicitation/recommendation statement will be made available at no charge on the SEC’s website: www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other tender offer documents (once they become available) will be mailed to the Company’s stockholders free of charge and additional copies may be obtained free of charge, by contacting Dunkin’ Brands Investor Relations either by telephone at 781-737-3200 or by e-mail at [email protected] or

on the Company’s website at www.dunkinbrands.com. In addition to the offer to purchase, the related letter of transmittal and certain other documents, as well as the solicitation/recommendation statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.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 NOTE REGARDING FORWARD-LOOKING STATEMENTS

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’s ability to realize the synergies contemplated by the proposed transaction and integrate the business of the company; (x) Inspire’s level of leverage and debt, including covenants that restrict the operation of its business; (xi) Inspire’s ability to service outstanding debt or obtain additional financing; and (xii) other factors as set forth from time to time in the Company 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 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.


Exhibit No.		Description

99.1		Joint Press release issued by the Company and Inspire on October 30, 2020 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K as filed by the Company with the SEC on November 2, 2020 (File No. 001-35258).

99.2		Letter to the Company’s Employees from David Hoffmann, Chief Executive Officer of the Company, dated October 30, 2020.

99.3		Letter to Dunkin’ U.S. Franchisees, dated October 30, 2020.

99.4		Letter to Baskin-Robbins U.S. and Canada Franchisees, dated October 30, 2020.

99.5		Letter to International Franchisees, dated October 30, 2020.

99.6		Letter to Governments and Trade Associations, dated October 31, 2020.

99.7		Letter to Suppliers and Vendors, dated October 31, 2020.

99.8		Employee and Franchisee Town Hall Invitation, dated November 1, 2020.

Exhibit 99.2

Dunkin’ Brands Employees

Re: Inspire Brands to Acquire Dunkin’ Brands

To: Dunkin’ Brands Employees

From: Dave Hoffmann, CEO, Dunkin’ Brands

Team,

Today we announced that Dunkin’ Brands has signed an agreement to be acquired by Inspire Brands. If consummated, the transaction would create one of the world’s leading quick-serve restaurant groups with a combined $26 billion in systemwide sales, 31,600 restaurants around the world, 600,000 company and franchise team members, more than 3,200 franchisees, and more than 25 million loyalty members. Click here to read the press release that was issued this evening to learn more about the agreement and about Inspire.

This announcement is a testament to the work we’ve done together to transform Dunkin’ and Baskin-Robbins into modern, relevant brands for millions of people every day around the world. Our journey over the past few years has had many twists and turns, but through it all, I couldn’t be prouder of how you embraced our strategic visions – the Blueprint for Growth, Raising the Bar, and 3-in-1 – and kept them as your North Star to deliver outsized performance. I am particularly proud of our actions since March of this year. Throughout COVID-19, we have stood tall. We had each other’s backs, and we are now stronger than ever before.

When we complete the transaction, our journey will continue as part of Inspire Brands. Inspire is a long-term investor, and it intends to continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide. After the close of the transaction, which is expected to be completed by the end of this year, Dunkin’ Brands Group, Inc. will become a privately held subsidiary of Inspire.

Looking ahead, several steps need to happen before the transaction closes. I know these types of announcements can be distracting, but as it relates to our day-to-day work, today’s news changes nothing. We are still 100% focused on our strategic priorities, and we are still executing with our same commitment to excellence. We remain a public company pending the closing of the transaction, so you should not discuss – neither in-person nor on any public forum such as social media – the stock, stock price, or what might happen.

I know there is a lot to process with this announcement, so I’d like to connect with all of you on Saturday morning, October 31 during an All Employee Town Hall at 9 a.m. ET to discuss this in more detail and take some of your questions. Stay tuned for a calendar invite.

As we navigate our path forward, let’s stay focused, have each other’s backs, and finish the year strong.

SSK,

Dave

Additional Information and Where to Find It

The tender offer for the outstanding shares of common stock of Dunkin’ Brands described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Dunkin’ Brands common stock, nor is it a substitute for any tender offer materials that Inspire Brands, Inc., Vale Merger Sub, Inc. or Dunkin’ Brands will file with the U.S. Securities and Exchange Commission (the “SEC”). A solicitation and offer to buy shares of Dunkin’ Brands 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, Inc. to file a tender offer statement on Schedule TO with the SEC, and Dunkin’ Brands will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. DUNKIN’ BRANDS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ 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 DUNKIN’ BRANDS 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 solicitation/recommendation statement will be made available at no charge on the SEC’s website: www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other tender offer documents (once they become available) will be mailed to Dunkin’ Brands stockholders free of charge and additional copies may be obtained free of charge, by contacting Dunkin’ Brands Investor Relations either by telephone at 781-737-3200 or by e-mail at [email protected] or on Dunkin’ Brands’ website at www.dunkinbrands.com. In addition to the offer to purchase, the related letter of transmittal and certain other documents, as well as the solicitation/recommendation statement, Dunkin’ Brands files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Dunkin’ Brands at www.dunkinbrands.com.

Cautionary Note Regarding Forward-Looking Statements

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 Dunkin’ Brands will be made; (iv) uncertainty surrounding how many of Dunkin’ Brands’ 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 Dunkin’ Brands’ 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 Dunkin’ Brands, as applicable. The actual financial impact of the transaction may differ from the expected financial impact described in this report. 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.

Exhibit 99.3

Dunkin’ US Franchisees

Inspire Brands to Acquire Dunkin’ Brands

October 30, 2020

To:	Dunkin’ US Franchisees

From:

Dave Hoffmann, CEO, Dunkin’ Brands, Inc.

Franchisees,

This announcement is a testament to the work we’ve done together to transform Dunkin’ and Baskin-Robbins into modern, relevant brands for millions of people every day around the world. I am particularly proud of our efforts throughout COVID-19. Together we have stood tall. We’ve had each other’s backs, and we are now stronger than ever before. Our journey over the past few years has had many twists and turns, but through it all, I couldn’t be prouder of how you embraced the Blueprint for Growth and kept it as your North Star to drive outsized performance.

When we complete the transaction, our journey will continue as part of Inspire Brands. Inspire is a long-term investor, and it intends to continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide. After the close of the transaction, which is expected to be completed by the end of the year, Dunkin’ Brands Group, Inc. will become a privately held subsidiary of Inspire. Inspire intends to operate Dunkin’ and Baskin-Robbins as distinct brands within their portfolio of restaurant concepts.

Looking ahead, several steps need to happen before the transaction closes. We are still 100% focused on our strategic priorities, and we are still executing with our same commitment to excellence. We remain a public company while the transaction is under review, so you should not discuss – neither in-person nor on any public forum such as social media – the stock, stock price, or what might happen.

I know there is a lot to process with this announcement, so I’d like to connect with you tomorrow, Saturday, October 31 during a Dunkin’ US All Franchisee Call at 10 a.m. ET to discuss this further.

Saturday, October 31 - 10 a.m. ET

Dunkin’ US All Franchisee Call

Click here to register & join

As we navigate our path forward, let’s stay focused, have each other’s backs, and finish the year strong.

Dave

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Exhibit 99.4

Baskin-Robbins US & Canada Franchisees

Inspire Brands to Acquire Dunkin’ Brands

October 30, 2020

To:	Baskin-Robbins US & Canada Franchisees

From:

Dave Hoffmann, CEO, Dunkin’ Brands, Inc.

Franchisees,

This announcement is a testament to the work we’ve done together to transform Dunkin’ and Baskin-Robbins into modern, relevant brands for millions of people every day around the world. I am particularly proud of our efforts throughout COVID-19. Together we have stood tall. We’ve had each other’s backs, and we are now stronger than ever before. Our journey over the past few years has had many twists and turns, but through it all, I couldn’t be prouder of how you embraced the Raising the Bar strategy and kept it as your North Star to drive outsized performance.

When we complete the transaction, our journey will continue as part of Inspire Brands. Inspire is a long-term investor, and it intends to continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide. After the close of the transaction, which is expected to be completed by the end of the year, Dunkin’ Brands Group, Inc. will become a privately held subsidiary of Inspire. Inspire intends to operate Dunkin’ and Baskin-Robbins as distinct brands within their portfolio of restaurant concepts.

I know there is a lot to process with this announcement, so I’d like to connect with you tomorrow, Saturday, October 31 during a BR US & Canada All Franchisee Call at 11 a.m. ET to discuss this further.

Saturday, October 31 - 11 a.m. ET

BR US & Canada All Franchisee Call

Click here to register & join

As we navigate our path forward, let’s stay focused, have each other’s backs, and finish the year strong.

Dave

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Exhibit 99.5

Dunkin’ & Baskin-Robbins International Licensees & Franchisees

Inspire Brands to Acquire Dunkin’ Brands

October 30, 2020

To: Dunkin’ & Baskin-Robbins International Licensees & Franchisees

From: Dave Hoffmann, CEO, Dunkin’ Brands, Inc.

Licensees & Franchisees,

This announcement is a testament to the work we’ve done together to transform Dunkin’ and Baskin-Robbins into modern, relevant brands for millions of people every day around the world. I am particularly proud of our efforts throughout COVID-19. Together we have stood tall. We’ve had each other’s backs, and we are now stronger than ever before. Our journey over the past few years has had many twists and turns, but through it all, I couldn’t be prouder of how you embraced the 3-in-1 strategy and kept it as your North Star to drive outsized performance.

When we complete the transaction, our journey will continue as part of Inspire Brands. Inspire is a long-term investor, and it intends to continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide. After the close of the transaction, which is expected to be completed by the end of the year, Dunkin’ Brands Group, Inc. will become a privately held subsidiary of Inspire. Inspire intends to operate Dunkin’ and Baskin-Robbins as distinct brands within their portfolio of restaurant concepts.

I know there is a lot to process with this announcement, so I’d like to connect with you on Saturday, October 31 during an International All Licensee & Franchisee Call at 8 a.m. ET US to discuss this further.

Saturday, October 31 - 8 a.m. ET US

International All Licensee & Franchisee Call

Click here to register & join

As we navigate our path forward, let’s stay focused, have each other’s backs, and finish the year strong.

Dave

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Exhibit 99.6

MA/New England Government Letter

October 31, 2020

Dear (MA & New England elected officials),

Last evening, we announced that we have entered into a definitive merger agreement under which Inspire Brands will acquire Dunkin’ Brands. If consummated, the transaction would create one of the world’s leading quick service restaurant groups. Please click here to read the announcement press release and to learn more about the agreement and about Inspire.

At the close of the transaction, which is expected to be completed by year-end, Dunkin’ and Baskin-Robbins will become privately held subsidiaries of Inspire and will operate as distinct brands within the Inspire portfolio of restaurants. While all the details have not yet been worked out, several things should remain constant:

•

First and most importantly, after the close of the transaction, Dunkin’ and Baskin-Robbins will remain franchised concepts, meaning our restaurants will continue to be owned and operated by independent business owners, who live and work in the communities they serve. These franchisees will continue to create employment opportunities, to contribute to their local tax base, to hire local service providers and to support local non-profit groups – from food banks, to children’s hospitals, to schools and little league teams. Our franchisees are an integral part of their neighborhoods, and that won’t change.

•

Next, Dunkin’ began 70 years ago in Quincy, and while we are now a global brand located in 40 countries, we’re as Boston as the Red Sox. And with more than 2,200 restaurants in New England, we will continue to have a heavy presence here where it all began. We’re wicked proud of that.

•

Finally, our commitment to providing great coffee, beverages and baked goods, served fast and friendly, and at a good value will not waver. We plan to keep New England and America Running on Dunkin’.

Over the past several years, our franchisees, employees and suppliers have worked together to transform Dunkin’ into an ever more modern and relevant brand. I am particularly proud of our actions since March of this year. Throughout COVID-19, we have stood tall. We have had each other’s backs, and our franchises have kept their restaurants open, their crews employed, and their customers served as safely as possible. As a result, we are stronger than ever.

At the close of the transaction, our journey will continue as part of a global multi-brand restaurant group. Inspire is a long-term investor, and we believe it will continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide.

As we navigate our path forward, we’re focused on finishing the year strong and will keep you informed on updates as we are able.

Thank you for all you do to serve the [Commonwealth] and for your dedication to making our communities and our country better places for all of us.

Sincerely,

Dave Hoffmann

Dunkin’ Brands CEO

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Cuomo/Northeast Government Letter

October 31, 2020

Dear (Governor Cuomo/NE Government elected officials),

•

Next, Dunkin’ began 70 years ago in Quincy, Massachusetts, and while we are now a global brand located in 40 countries, our heritage is in the Northeast. And with more than 5,000 restaurants in this part of the country, we will continue to have a heavy presence here where it all began.

•

Finally, our commitment to providing great coffee, beverages and baked goods, served fast and friendly, and at a good value will not waver. We plan to keep New York and America Running on Dunkin’.

As we navigate our path forward, we’re focused on finishing the year strong and will keep you informed on updates as we are able.

Thank you for all you do to serve the citizens of [New York] and for your dedication to making our communities and our country better places for all of us.

Sincerely,

Dave Hoffmann

Dunkin’ Brands CEO

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Trade Associations/Chambers of Commerce in the Northeast

October 31, 2020

Dear (NORTHEAST TRADE ASSOCIATIONS & CHAMBERS OF COMMERCE)

Last evening, we announced that we have entered into a definitive merger agreement under which Inspire Brands will acquire Dunkin’ Brands. If consummated the transaction would create one of the world’s leading quick service restaurant groups. Please click here to read the announcement press release and to learn more about the agreement and about Inspire.

•

Next, Dunkin’ began 70 years ago in Quincy, and while we are now a global brand located in 40 countries, we’re as Boston as the Red Sox. And with more than 5,000 restaurants in the Northeast, we will continue to have a heavy presence here where it all began.

•

Finally, our commitment to providing great coffee, beverages and baked goods, served fast and friendly, and at a good value will not waver. We plan to keep America Running on Dunkin’.

At the close of the transaction, our journey will continue as part of a global multi-brand restaurant group. Inspire is a long-term investor and we believe it will continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide.

As we navigate our path forward, we’re focused on finishing the year strong and will keep you informed on updates as we are able.

Thank you for all you do to serve [our industry (for trade associations)/ the business community (for chambers of commerce].

Sincerely,

Dave Hoffmann

Dunkin’ Brands CEO

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Exhibit 99.7

LOGO

October 31, 2020

Dear Vendor Partner,

On Friday, October 30, 2020, we announced that Dunkin’ Brands signed an agreement to be acquired by Inspire Brands. If consummated, the transaction would create one of the world’s leading quick serve restaurant groups with a combined $26 billion in systemwide sales, 31,600 restaurants around the world, 600,000 company and franchise team members, more than 3,200 franchisees, and more than 25 million loyalty members. Click here to read the press release that was issued to learn more about the agreement and about Inspire.

This announcement is a testament to the work we’ve done together to transform Dunkin’ and Baskin-Robbins into modern and relevant brands for millions of people every day around the world. I am particularly proud of our actions throughout COVID-19. Together we have stood tall. We have had each other’s backs, and we are now stronger than ever before. Our journey over the past few years has had many twists and turns, but through it all, I couldn’t be prouder of how you embraced our strategic vision to help us reach significant milestones.

Our journey now continues when we complete the transaction to become part of Inspire Brands. Inspire is a long-term investor, and we believe it intends to continue to build on our efforts to supercharge growth for our franchisees and support our guests and communities, while keeping the elements that make our brands so special and beloved by millions worldwide. After the close of the transaction, Dunkin’ Brands Group, Inc. will become a privately held subsidiary of Inspire. Inspire intends to operate Dunkin’ and Baskin-Robbins as distinct brands within their portfolio of restaurant concepts. The transaction is expected to close by the end of 2020.

Looking ahead, several steps need to happen before the transaction closes. We are still 100% focused on our strategic priorities, and we are still executing with our same commitment to excellence.

As we navigate our path forward, we’re focused on finishing the year strong.

Thank you.

Additional Information and Where to Find It

Cautionary Note Regarding Forward-Looking Statements

Exhibit 99.8

Dear [Employee/Franchisee],

We hope you were able to join us [yesterday] to hear from Dave Hoffmann about our agreement to be acquired by Inspire Brands. If you weren’t able to make the call, Dave shared a bit about Inspire and the opportunities he sees for Dunkin’ Brands as a part of this potential combination.

As Dave mentioned on the call, Paul Brown, the Co-Founder and Chief Executive Officer of Inspire, will be joining him in a Town Hall on [DAY] to speak to you directly about Inspire, its culture and values, and the journey ahead. Click here to view a note from Paul that he sent to all Inspire employees after the announcement was issued on Friday night.

Look out for a calendar invite for the Town Hall meeting with Dave and Paul on [INSERT DATE AND TIME] to hear more.

In the meantime, we hope you enjoy the rest of your weekend and look forward to connecting with you again soon.

Thanks,

Glen Schwartz

Sr. Director, Communications

Letter from Paul Brown to Inspire Brands Employees announcing the definitive merger agreement

From: Paul Brown, Chief Executive Officer of Inspire Brands

Dear Inspire Brands Team Members,

I’m excited to announce that we entered into an agreement to acquire Dunkin’ Brands, parent company of Dunkin’ and Baskin-Robbins. You can read this morning’s press release HERE, as well as a fact sheet on the transaction HERE.

Dunkin’ is famous for its combination of high-quality coffees, espresso beverages, baked goods, and breakfast sandwiches served all day with fast, friendly service. Baskin-Robbins, one of the world’s largest chain of ice cream specialty shops, is known for its variety of “31 flavors” of ice cream, along with their creative ice cream cakes, milkshakes, and ice cream sundaes. Currently there are more than 12,600 Dunkin’ and more than 7,800 Baskin-Robbins locations around the world.

This transaction furthers Inspire’s goal of bringing together a family of highly differentiated and complementary brands. Both Dunkin’ and Baskin-Robbins will benefit by leveraging the capabilities and best practices of Inspire’s shared services platform. Additionally, Dunkin’ will benefit Inspire by adding a scaled international platform and a robust consumer packaged goods licensing infrastructure.

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. Following the completion of the transaction, Inspire will represent: $26 billion in systemwide sales; 31,600+ restaurants in 60+ countries; 600,000 company and franchise team members; 3,200+ franchisees; and more than 25 million loyalty members. By joining Inspire, these brands will add different and complementary guest occasions to our current portfolio. We are excited to welcome Dunkin’ and Baskin-Robbins’ team members, franchisees, and suppliers to the Inspire family.

I know you are excited to welcome Dunkin’ Brand’s employees, franchisees, and suppliers to the Inspire family. It’s important to remember that we will remain separate companies until the transaction has closed. We can work together to make preparations in advance of closing and we have a well-defined process on how that will be done. Please do not reach out to anyone at Dunkin’ Brands unless you are engaged by a member of the transition team.

Most importantly, we must continue to deliver consistent, strong results for our current brands. I continue to be so impressed and grateful of your unwavering dedication and commitment to excellence. Because of your hard work, Inspire has continued to thrive and is able to grow further. We will keep you updated as we move toward successfully closing of this transaction by end of 2020.

As a reminder, we expect this announcement to garner significant media attention. Inspire’s Communications Policy makes clear that no team members are authorized to engage with the media unless cleared by Corporate Communications. If you receive an inquiry from the media, please forward it to Corporate Communications at [email protected].

Please join me this morning at 10 a.m. ET / 9 a.m. CT for a special all-team meeting to discuss this news and why we’re doing this now.

Sincerely,

Paul Brown

Chief Executive Officer

Inspire Brands

This message was sent to Inspire Support Center team members and above-restaurant leadership.

Important Information

The tender offer for the outstanding shares of Dunkin’ Brands common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Dunkin’ Brands common stock. The solicitation and offer to buy shares of Dunkin’ Brands common stock will only be made pursuant to the tender offer materials that Inspire intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Inspire will file a tender offer statement on Schedule TO with the SEC, and Dunkin’ Brands will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. DUNKIN’ BRANDS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, 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. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Dunkin’ Brands’ stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting Dunkin’ Brands Investor Relations either by telephone at 781-737-3200 or by e-mail at [email protected] or on Dunkin’ Brands’ website at www.dunkinbrands.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release contains 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 in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Dunkin’ Brands will be made; (iv) uncertainty surrounding how

many of Dunkin’ Brands’ 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; (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’s ability to realize the synergies contemplated by the proposed transaction and integrate the business of the company; (x) Inspire’s level of leverage and debt, including covenants that restrict the operation of its business; (xi) Inspire’s ability to service outstanding debt or obtain additional financing; and (xii) other factors as set forth from time to time in Dunkin’ Brands’ 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 and Dunkin’ Brands, as applicable. 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.

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Form SC14D9C DUNKIN' BRANDS GROUP, Filed by: DUNKIN' BRANDS GROUP, INC.

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