SONIC Corp. (NASDAQ: SONC), the nation’s largest chain of
drive-in restaurants, today announced that Chairman and Chief
Executive Officer, Cliff Hudson, will retire and that President
Claudia San Pedro will lead the company, effective as of the
closing of SONIC’s proposed acquisition by Inspire Brands
(“Inspire”), which is expected to occur in December, subject to
shareholder approval. Mr. Hudson will assist with the transition,
serving as Senior Advisor to SONIC until March 2019. Following
completion of the transaction, Ms. San Pedro will report to Inspire
Chief Executive Officer Paul Brown and will serve as part of the
Inspire executive team.
Mr. Hudson is a 34-year veteran of SONIC, joining as assistant
general counsel in 1984. Appointed as CEO in 1995, Hudson led the
brand’s growth from nearly 1,500 drive-ins in 27 states with
systemwide sales of $905 million to 3,600 drive-ins in 45 states
and systemwide sales of $4.5 billion. Only SONIC’s founder, Troy
Smith Sr., led the company for a longer period of time (1953-1983).
During Mr. Hudson’s leadership tenure, SONIC has become recognized
as a champion for diversity and inclusion as well as a strong
supporter of public education and community organizations across
the state and nation.
“Only two men, Troy Smith and Cliff Hudson, have led SONIC
through most of its 65 years. My dad bought a small, walkup root
beer stand in 1953 in Shawnee, Oklahoma; out of that SONIC was born
with its canopies, speakers, carhops and, at the center of it all,
franchisees,” said Leslie Smith Baugh, Troy Smith’s daughter who is
still engaged in the SONIC business through real estate. “Cliff,
while maintaining the values and traditions, took SONIC to a place
of national recognition in the restaurant world. Both men were
devoted to SONIC and it took both of them for the company to be the
success it is today. My dad would want me to thank Cliff for his
years of service in making SONIC America's Drive-In. He would also
want me to acknowledge the kind, thoughtful relationship he and his
wife, Leslie, have had with our family.”
“It has been a great honor and privilege to lead, build and grow
SONIC into the incredible brand it is today together with our
dedicated franchisees and employees,” said Mr. Hudson. “Leading the
company and brand Troy Smith founded 65 years ago has been the
pleasure of a lifetime, and I know he would be proud of the growth
that both the company and our franchisees have achieved.
“I am delighted that Inspire has selected Claudia to continue as
President. She has shown terrific leadership and deep strategic
insight throughout her roles at the company, and I’m confident that
she is the right person to lead SONIC going forward. I look forward
to supporting Claudia and the team through the transition and
watching SONIC succeed for many years to come.”
“Leading SONIC into its next chapter and continuing the great
work of Cliff, our franchisees and company employees is an
incredible honor,” said Ms. San Pedro. “Cliff has set an
extraordinary example in driving innovation and long-term business
performance, while also fostering a culture of collaboration and
compassion. I am excited to work with both the SONIC and Inspire
teams to build on our momentum and to continue delivering
unparalleled experiences and innovative menu items to our valued
guests.”
Ms. San Pedro was named President of SONIC in January 2018 and
has served in various leadership roles at the company throughout
her 12-year tenure. She joined SONIC in 2006 as Treasurer and was
subsequently promoted to Vice President of Investor Relations. In
2015, she was named Chief Financial Officer, where she led all
financial strategies for the company as well as the brand’s
relationship with the financial community. Prior to SONIC, she
served as the director for the Oklahoma Office of State
Finance.
“Cliff is a remarkable leader and visionary whose
accomplishments at SONIC and the restaurant industry have long been
admired,” said Paul Brown, Chief Executive Officer of Inspire
Brands. “As Sonic begins this exciting new chapter, I’m confident
that Claudia will continue the brand’s strong momentum. Claudia’s
skill and vision are well respected within our industry, and I look
forward to working with her to ensure that SONIC has the
capabilities and resources it needs for long-term growth.”
About SONIC, America’s Drive-In
SONIC, America's Drive-In is the nation's largest drive-in
restaurant chain serving approximately 3 million customers every
day. Ninety-five percent of SONIC’s more than 3,600 drive-ins are
owned by local business men and women. For 65 years, SONIC has
delighted guests with signature menu items, 1.3 million drink
combinations and friendly service by iconic Carhops. Since the 2009
launch of SONIC's Limeades for Learning philanthropic campaign in
partnership with DonorsChoose.org, SONIC has donated $11.7 million
to public school teachers nationwide to fund essential learning
materials and innovative teaching resources to inspire creativity
and learning in their students. To learn more about SONIC Corp.
(NASDAQ/NM: SONC), please visit SONICdrivein.com and please visit
or follow us on Facebook, Twitter and Instagram. To learn more
about SONIC's Limeades for Learning, please visit
LimeadesforLearning.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Actual results may vary
materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the merger,
including the risks that (a) the merger may not be consummated
within the anticipated time period, or at all, (b) the parties may
fail to obtain shareholder approval of the merger agreement, (c)
other conditions to the consummation of the merger under the merger
agreement may not be satisfied, and (d) the significant limitations
on remedies contained in the merger agreement may limit or entirely
prevent Sonic Corp. from specifically enforcing Inspire Brands,
Inc.’s obligations under the merger agreement or recovering damages
for any breach by Inspire Brands, Inc.; (2) the effects that any
termination of the merger agreement may have on Sonic Corp. or its
business, including the risks that (a) Sonic Corp.’s stock price
may decline significantly if the merger is not completed, (b) the
merger agreement may be terminated in circumstances requiring Sonic
Corp. to pay Inspire Brands, Inc. a termination fee, or (c) the
circumstances of the termination, including the possible imposition
of a 12-month tail period during which the termination fee could be
payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the merger; (3) the effects that the
announcement or pendency of the merger may have on Sonic Corp. and
its business, including the risks that as a result (a) Sonic
Corp.’s business, operating results or stock price may suffer, (b)
Sonic Corp.’s current plans and operations may be disrupted, (c)
Sonic Corp’s ability to retain or recruit key employees may be
adversely affected, (d) Sonic Corp.’s business relationships
(including, customers, franchisees and suppliers) may be adversely
affected, or (e) Sonic Corp’s management’s or employees’ attention
may be diverted from other important matters; (4) the effect of
limitations that the merger agreement places on Sonic Corp’s
ability to operate its business, return capital to shareholders or
engage in alternative transactions; (5) the nature, cost and
outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against Sonic Corp. and others; (6) the risk that
the merger and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
Sonic Corp.’s Annual Report on Form 10-K for the fiscal year ended
August 31, 2018, as updated or supplemented by subsequent reports
that Sonic Corp. has filed or files with the SEC. Potential
investors, shareholders and other readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Neither Inspire
Brands, Inc. nor Sonic Corp. assumes any obligation to publicly
update any forward-looking statement after it is made, whether as a
result of new information, future events or otherwise, except as
required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between
Inspire Brands, Inc. and Sonic Corp. In connection with the
proposed transaction, on November 5, 2018, Sonic Corp. filed with
the Securities and Exchange Commission (“SEC”) and mailed to
shareholders a definitive proxy statement. SHAREHOLDERS OF SONIC
CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE PROPOSED TRANSACTION THAT SONIC CORP. WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Shareholders and investors
may obtain free copies of the definitive proxy statement and other
documents filed by Sonic Corp. at the SEC’s web site at
www.sec.gov. Copies of the definitive proxy statement and the
filings that are or will be incorporated by reference therein may
also be obtained, without charge, at https://ir.sonicdrivein.com/
or by contacting Sonic Corp.’s Investor Relations at (405)
225-5000.
Before making any voting or investment decisions with respect to
the proposed transaction or any of the other matters with respect
to which shareholders of Sonic Corp. will be asked to vote pursuant
to the proxy statement, shareholders are urged to read the
definitive proxy statement (including any amendments or supplements
thereto and any documents incorporated by reference therein) and
other documents filed with the SEC by Sonic Corp. when they become
available.
PARTICIPANTS IN SOLICITATION
Sonic Corp. and its directors, executive officers and certain
employees, may be deemed, under SEC rules, to be participants in
the solicitation of proxies in respect of the proposed merger.
Information regarding Sonic Corp.’s directors and executive
officers is available in its proxy statement for its 2018 annual
meeting of shareholders, filed with the SEC on December 18, 2017
and its annual report for the fiscal year ended August 31, 2018,
filed with the SEC on Form 10-K on October 23, 2018. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the definitive
proxy statement and other relevant materials to be filed with the
SEC (when they become available). These documents can be obtained
free of charge from the sources indicated above.
SONC-F
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version on businesswire.com: https://www.businesswire.com/news/home/20181107005556/en/
SONIC Corp.Christi Woodworth, APRVice President of Public
Relationschristi.woodworth@sonicdrivein.com
Sonic (NASDAQ:SONC)
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