UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Sonic Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

November 5, 2018

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Sonic Corp. (which we refer to as “Sonic” or the “Company”), to be held on December 6, 2018, at 1:30 p.m., local time, in the Sonic Building at 300 Johnny Bench Drive in Oklahoma City, Oklahoma.

At the special meeting, you will be asked to consider and vote upon (1) a proposal to adopt the Agreement and Plan of Merger, dated as of September 24, 2018 (which we refer to as the “merger agreement”), among Inspire Brands, Inc. (which we refer to as “Inspire”), SSK Merger Sub, Inc. (which we refer to as “Merger Sub”), which is a direct wholly owned subsidiary of Inspire, and Sonic, pursuant to which Merger Sub will merge with and into Sonic (which we refer to as the “merger”), and Sonic will become a wholly owned subsidiary of Inspire, (2) a non-binding advisory proposal to approve specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement and (3) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

If the merger is completed, you will be entitled to receive $43.50 in cash, without interest and less applicable withholding taxes, for each share of Sonic common stock you own (unless you have properly exercised your appraisal rights with respect to such shares).

The Sonic board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Sonic and its stockholders, and declared it advisable to enter into the merger agreement and authorized and approved the execution, delivery and performance by Sonic of the merger agreement and the consummation of the transactions contemplated by the merger agreement. The Sonic board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Sonic board of directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Sonic from documents we file with the Securities and Exchange Commission (which we refer to as the “SEC”) from time to time.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in street name, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the shares of Sonic common stock issued and outstanding and entitled to vote thereon. The failure of any stockholder to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the internet or by telephone or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in street name, the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance voting your shares of Sonic common stock, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (888) 750-5834 toll-free.

Thank you for your support of Sonic.

Sincerely,

Clifford Hudson

Chairman and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 5, 2018 and, together with the enclosed form of proxy card, is first being mailed to stockholders of record of Sonic on or about November 5, 2018.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Sonic Corp. (which we refer to as “Sonic” or the “Company”), is to be held on December 6, 2018, at 1:30 p.m., local time, in the Sonic Building at 300 Johnny Bench Drive in Oklahoma City, Oklahoma, to consider and vote upon the following proposals:

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Sonic common stock entitled to vote thereon.

Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy or voting instructions by telephone or the internet prior to the special meeting to ensure that your shares of Sonic common stock will be represented and voted at the special meeting if you are unable to attend.

For Sonic to consummate the merger, stockholders holding a majority of the shares of Sonic common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “FOR” the proposal to adopt the merger agreement. Failure to submit a signed proxy card, grant a proxy by phone or the internet or to vote in person by ballot at the special meeting or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. For more information concerning the special meeting, the merger agreement and the merger, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Sonic common stock that are present or represented by proxy at the special meeting and entitled to vote thereon, so long as a quorum is present. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal, so long as a quorum is otherwise present.

The affirmative vote of the holders of a majority of the issued and outstanding shares of Sonic common stock that are present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve one or more adjournments of the special meeting. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal.

Only stockholders of record as of the close of business on November 2, 2018 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located in the Sonic Building at 300 Johnny Bench Drive in Oklahoma City, Oklahoma during regular business hours for a period of at least ten (10) days before the special meeting and at the place of the special meeting during the meeting.

The Sonic board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

By Order of the Board of Directors,

Carolyn C. Cummins

Vice President and Corporate Secretary

November 5, 2018

Oklahoma City, Oklahoma

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the merger agreement and the transactions contemplated thereby. These questions and answers may not address all questions that may be important to you as a Sonic stockholder. Please refer to the section entitled “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

A: On September 24, 2018, Sonic entered into the merger agreement providing for the merger of Merger Sub with and into Sonic, with Sonic surviving the merger as a wholly owned subsidiary of Inspire. You are receiving this proxy statement in connection with the solicitation of proxies in favor of the proposal to adopt the merger agreement and to approve the other proposals to be voted on at the special meeting.

A: The proposed transaction is the acquisition of Sonic by Inspire through the merger of Merger Sub with and into Sonic pursuant to the merger agreement. Following the effective time, Sonic will be privately held as a wholly owned subsidiary of Inspire, and you will no longer own shares of Sonic common stock and instead will have only the right to receive the merger consideration.

A: If the merger is completed, you will be entitled to receive $43.50 in cash for each share of Sonic common stock you own, without interest and less applicable withholding taxes. For example, if you own 100 shares of Sonic common stock, you will be entitled to receive $4,350.00 in cash, without interest and less applicable withholding taxes. After the effective time, you will no longer have any rights as a Sonic stockholder other than the right to receive the merger consideration.

A: These materials include:

A: The special meeting will take place on December 6, 2018, at 1:30 p.m., local time, in the Sonic Building at 300 Johnny Bench Drive in Oklahoma City, Oklahoma.

A: There are three (3) proposals scheduled to be voted on at the special meeting:

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A: The Sonic board of directors recommends that you vote your shares:

For a discussion of the factors that the Sonic board of directors considered in determining to approve the execution and delivery of the merger agreement by Sonic and to recommend the adoption of the merger agreement, please see the section entitled “The Merger (Proposal 1)—Recommendation of the Sonic Board of Directors and Reasons for the Merger.” In addition, in considering the recommendation of the Sonic board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Sonic stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1)—Interests of Sonic’s Directors and Executive Officers in the Merger.”

A: All shares owned by you as of the record date, which is the close of business on November 2, 2018, may be voted by you. You may cast one vote per share of Sonic common stock that you held on the record date. These shares include shares that are:

On the record date, there were 35,692,190 shares of Sonic common stock issued and outstanding.

A: Our stockholders may hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

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A: Only individuals who were Sonic stockholders as of the record date and their authorized representatives may attend the special meeting. Proof of ownership of Sonic common stock (which may be the appearance of such stockholder’s name on Sonic’s stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the special meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the special meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the special meeting. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

A: If you are a stockholder of record, there are four (4) ways you can vote:

A: If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares to be voted. Telephone and internet voting also will be offered to stockholders owning shares through certain brokers, banks and other nominees. If your shares are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares in person at the special meeting, you should contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the special meeting in order to vote. Please note that if you hold your shares through a broker, bank or other nominee, such nominee cannot vote your shares unless you have given your nominee specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker, bank or other nominee.

A: No. Because any shares of Sonic common stock you may hold in street name will be deemed to be held by a different stockholder of record than any shares of Sonic common stock you hold of record, any shares of Sonic common stock held in street name will not be combined for voting purposes with shares of Sonic common stock you hold of record. Similarly, if you own shares of Sonic common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card or vote separately by telephone or internet with respect to those shares of Sonic

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common stock because they are held in a different form of record ownership. Shares of Sonic common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of Sonic common stock held in an individual retirement account must be voted under the rules governing such account.

A: A quorum is necessary to hold a valid meeting. A quorum exists if the holders of a majority of the shares of Sonic common stock issued and outstanding and entitled to vote at the special meeting are present in person or represented by proxy. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

A: Stockholder of Record. If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Sonic board of directors on all matters presented in this proxy statement.

Beneficial Owner. If you are a beneficial owner of shares held in street name, under applicable stock exchange rules the broker, bank or other nominee that holds your shares may generally vote on routine proposals but cannot vote without instructions on non-routine matters unless they have discretionary authority. None of the proposals to be voted on at the special meeting are considered routine proposals. As a result, if the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares, a “broker non-vote” will occur. Therefore, we urge you to give voting instructions to your broker. Shares represented by such “broker non-votes” will not be counted as present or represented by proxy in determining whether there is a quorum and will be ignored for purposes of determining the outcome of the non-binding advisory vote on specified compensation, so long as a quorum is otherwise present. A “broker non-vote” will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

A: Adoption of the merger agreement requires stockholders holding a majority of the shares of Sonic common stock issued and outstanding at the close of business on the record date and entitled to vote thereon to vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of Sonic common stock or an abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

A: The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by

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the merger agreement requires stockholders holding a majority of the shares of Sonic common stock which are present or represented by proxy at the special meeting and entitled to vote thereon, so long as a quorum is present, to vote “FOR” the proposal. An abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but, so long as a quorum is otherwise present at the special meeting, will have no effect on this proposal.

A: The approval to adjourn the special meeting requires stockholders holding a majority of the shares of Sonic common stock, present or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present, to vote “FOR” the proposal. An abstention from voting on this proposal will have the same effect as a vote “AGAINST” the proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal.

A: We currently expect that Sonic’s directors and executive officers will vote their shares of Sonic common stock in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so.

A: Sonic common stock is currently registered under the Exchange Act, and is listed on the Nasdaq under the symbol “SONC.” At the effective time, Merger Sub will merge with and into Sonic, with Sonic continuing as the surviving corporation and as a wholly owned subsidiary of Inspire. As a result of the merger, Sonic will cease to be a publicly traded company. Following the consummation of the merger, Sonic common stock will be de-listed from the Nasdaq and de-registered under the Exchange Act.

A: We and Inspire are working toward completing the merger as quickly as possible. We cannot be certain when or if the conditions to the merger will be satisfied (or, to the extent permitted, waived). The merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the adoption of the merger agreement by Sonic stockholders. Assuming the timely satisfaction of the conditions to closing, and although there can be no assurance, the parties hope to complete the merger in December, 2018.

A: If the merger agreement is not adopted by Sonic stockholders, or if the merger is not completed for any other reason, the Sonic stockholders will not receive any payment for their shares of Sonic common stock in connection with the merger. Except in certain circumstances where Sonic has entered into an alternative transaction to the merger, Sonic would remain a public company, and shares of Sonic common stock would continue to be registered under the Exchange Act, as well as listed and traded on the Nasdaq. In the event that the merger agreement is terminated, then, in certain specified circumstances, a termination fee of $47,736,000 will be due and payable by Sonic to Inspire. See the section entitled “The Merger Agreement—Termination” beginning on page 93 of this proxy statement.

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A: The inclusion of this proposal is required by the SEC rules. However, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote and will not be binding on Sonic or Inspire. If the merger agreement is adopted by Sonic stockholders and the merger is completed, the merger-related compensation may be paid to Sonic’s named executive officers even if stockholders fail to approve this proposal.

A: Yes. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Sonic, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Sonic before the special meeting.

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a “legal proxy” or broker’s proxy card from your broker, bank or other nominee that holds the shares of record and voting your shares in person at the special meeting.

A: The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of Sonic common stock issued and outstanding, not just the shares that are voted. Failure to submit a signed proxy card, grant a proxy by phone or the internet or to vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. For more information concerning the special meeting, the merger agreement and the merger, please review this proxy statement and the copy of the merger agreement attached as Annex A thereto.

The requisite number of shares to approve the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement is a majority of the shares of Sonic common stock issued and outstanding and that are present or represented at the special meeting, so long as a quorum is present at the

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special meeting. A quorum is a majority of the shares of Sonic common stock issued and outstanding. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal, so long as a quorum is otherwise present.

The requisite number of shares to approve the proposal to adjourn the special meeting is a majority of shares of Sonic common stock issued and outstanding and that are present or represented at the special meeting, whether or not a quorum is present. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve one or more adjournments of the special meeting. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal.

Only shares of common stock that are issued and outstanding as of the record date are eligible to be voted on each of the three (3) proposals and will be counted for purposes of determining whether a quorum is present.

A: In order to receive the merger consideration, you must hold your shares of Sonic common stock through completion of the merger. Consequently, if you transfer your shares of Sonic common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for stockholders entitled to vote at the special meeting is November 2, 2018. If you transfer your shares of Sonic common stock after the record date but before the closing of the merger, unless you have granted a “legal proxy” to the purchaser as part of the transfer, you will have the right to vote at the special meeting although you will have transferred your right to receive the merger consideration in the merger.

A: No. After the merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of Sonic common stock evidenced by stock certificates for the merger consideration. If your shares of Sonic common stock are held in street name by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to what action, if any, you need to take in order to effect the surrender of your street name shares in exchange for the merger consideration. Do not send in your certificates now.

A: If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificates. This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.

A: Under Section 262 of the DGCL, stockholders who do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery, but only if they fully comply with all applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the

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merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Sonic before the vote on the proposal to adopt the merger agreement and such stockholder must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to comply exactly with the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex C to this proxy statement. For additional information, see the section entitled “Appraisal Rights” beginning on page 76 of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel.

A: The exchange of shares of Sonic common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a Sonic stockholder that is a U.S. holder (as defined in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement) will recognize taxable capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in the shares of Sonic common stock exchanged therefor. With respect to a Sonic stockholder that is a non-U.S. holder (as defined in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement), the exchange of shares of Sonic common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the merger unless the Sonic stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).

Each Sonic stockholder is urged to read the discussion in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

A: If your shares of Sonic common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction form. Please complete and return all of the proxy cards or voting instructions forms you receive (or submit each of your proxies or voting instructions forms by telephone or the internet, if available to you) to ensure that all of your shares of Sonic common stock are voted.

A: Some banks, brokers and other nominees may participate in the practice of “householding” proxy statements, annual reports and notices of internet availability of proxy materials. This means that a single set of our proxy materials, containing a single copy of this proxy statement but multiple proxy cards or voting instruction forms, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of our proxy materials to you if you write or call Innisfree M&A Incorporated by phone, toll-free at (888) 750-5834, or in writing at 501 Madison Avenue, 20th Floor, New York, NY 10022. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting Sonic at the address or phone number set forth in the prior sentence.

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A: The votes will be counted by one or more inspectors of election appointed for the special meeting.

A: Sonic will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Sonic has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the Sonic special meeting. Sonic estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement of certain expenses. In addition, Sonic may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Sonic common stock for their expenses in forwarding solicitation material to such beneficial owners.

A: Sonic will announce preliminary voting results at the special meeting and publish preliminary, or final results if available, in a current report on Form 8-K filed with the SEC within four (4) business days after the special meeting.

A: You can find more information about us from various sources described in the section entitled “Where You Can Find Additional Information” beginning on page 110 of this proxy statement.

A: If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the proxy solicitor and information agent for Sonic in connection with the merger.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders May Call Toll Free: (888) 750-5834

Banks and Brokers May Call Collect: (212) 750-5833

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning business strategy, plans and prospects, among other things, including anticipated trends and developments in and management plans for our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and, except to the extent required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in Sonic’s annual report on Form 10-K for the year ended August 31, 2018, under the heading “Risk Factors,” as updated from time to time by Sonic’s quarterly reports on Form 10-Q and other documents of Sonic on file or in this proxy statement filed with the SEC by Sonic, and the following factors:

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Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the heading “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see “Where You Can Find Additional Information” beginning on page 110 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Sonic stockholders as part of the solicitation of proxies by the Sonic board of directors for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides Sonic stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Sonic board of directors for use at the special meeting to be held on December 6, 2018, at 1:30 p.m., local time, in the Sonic Building at 300 Johnny Bench Drive in Oklahoma City, Oklahoma or at any adjournment or postponement thereof.

Only individuals who were Sonic stockholders as of the record date and their authorized representatives may attend the special meeting. Proof of ownership of Sonic common stock (which may be the appearance of such stockholder’s name on Sonic’s stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the special meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the special meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the special meeting. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Purposes of the Special Meeting

One purpose of the special meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders must adopt the merger agreement in order for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and the material provisions of the merger agreement are summarized in the section of this proxy statement entitled “The Merger Agreement” beginning on page 73 of this proxy statement.

In addition, our stockholders are being asked to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement, the value of which is disclosed in the table entitled “Golden Parachute Compensation” and the notes accompanying that table in the section entitled “Advisory Vote on Specified Compensation (Proposal 2)” beginning on page 97 of this proxy statement.

Our stockholders are also being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders of record on or about November 5, 2018.

Record Date and Quorum

The holders of record of Sonic common stock as of the close of business on November 2, 2018, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, 35,692,190 shares of Sonic common stock were issued and outstanding.

The presence at the special meeting, in person or represented by proxy, of the holders of record of a majority of Sonic common stock issued and outstanding and entitled to vote at the close of business on the record date will

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constitute a quorum, permitting Sonic to conduct its business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the special meeting. “Broker non-votes,” described below under the sub-heading “Providing Voting Instructions by Proxy—Shares of Sonic Common Stock Held in Street Name,” will not be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the special meeting.

Required Vote

Holders of Sonic common stock are entitled to one vote on each proposal submitted to a vote at the special meeting for each share of Sonic common stock they own at the close of business on the record date. As of the close of business on the record date, there were 35,692,190 shares of Sonic common stock issued and outstanding.

For Sonic to complete the merger, stockholders holding a majority of the shares of Sonic common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of Sonic common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement requires the affirmative vote of stockholders holding a majority of the issued and outstanding shares of Sonic common stock which are present or represented at the special meeting and entitled to vote thereon, so long as a quorum is present. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal, so long as a quorum is otherwise present.

The affirmative vote of stockholders holding a majority of the issued and outstanding shares of Sonic common stock which are present or represented at the special meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. An abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on this proposal.

Voting by Sonic’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Sonic were entitled to vote 856,266 shares of Sonic common stock, or approximately 2.4% of the shares of Sonic common stock issued and outstanding on that date. We currently expect that Sonic’s directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and in favor of the other proposals to be considered at the special meeting, although they have no obligation to do so.

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Attendance; Voting; Proxies; Revocation

Attendance

All holders of shares of Sonic common stock as of the close of business on the record date, including stockholders of record and beneficial owners of Sonic common stock registered in the street name of a broker, bank or other nominee, are invited to attend the special meeting. Proof of ownership of Sonic common stock (which may be the appearance of such stockholder’s name on Sonic’s stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the special meeting. If you hold your shares in street name, you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the special meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the special meeting. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.”

Providing Voting Instructions by Proxy

To ensure that your shares of Sonic common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Sonic Common Stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

If you submit a signed proxy card or submit your proxy by telephone or the internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Sonic board of directors on all matters presented in this proxy statement. If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting and vote in person, the effect will be that your shares of Sonic common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote against the proposal to adopt the merger agreement, will have no effect on the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement, so long as a quorum is otherwise present, and will have no effect on the vote regarding the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Shares of Sonic Common Stock Held in Street Name

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to vote your shares. You must follow the instructions of your bank,

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broker or other nominee in order for your shares of Sonic common stock to be voted. Telephone and internet voting also will be offered to stockholders owning shares through certain banks, brokers and other nominees. If your shares are not registered in your own name but are held through your bank, broker or other nominee and you plan to vote your shares in person at the special meeting, you should contact your bank, broker or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the special meeting in order to vote.

In accordance with the rules of the Nasdaq, brokers, banks and other nominees that hold shares of Sonic common stock in street name for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the non-binding advisory proposal to approve specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement, or the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect (x) so long as a quorum is otherwise present, on the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement or (y) on the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate. Thus, for shares of Sonic common stock held in street name, only shares of Sonic common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote in favor of such proposal.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Sonic, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Sonic before the special meeting.

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a legal proxy from your broker, bank or other nominee and voting your shares in person at the special meeting.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included as shares of Sonic common stock present or represented at the special

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meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the respective proposal to adopt the merger agreement, to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement and to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Adjournments or Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting a sufficient number of proxies in favor of the proposal to adopt the merger agreement for such proposal to receive Sonic stockholder approval. In the event that a sufficient number of shares of Sonic common stock is present or represented, in person or by proxy, and voted in favor of the proposal to adopt the merger agreement at the special meeting such that Sonic stockholder approval shall have been obtained, Sonic does not anticipate that it will adjourn or postpone the special meeting.

The special meeting may be adjourned by the affirmative vote of the holders of a majority of the votes cast in respect of issued and outstanding shares of Sonic common stock that are present in person or represented by proxy at the special meeting and entitled to vote at the special meeting or as otherwise permitted by law, whether or not a quorum is present. Any adjournment or postponement of the special meeting will allow Sonic stockholders who have already sent in their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

Solicitation of Proxies

We are paying the cost for the preparation, printing and distribution of the proxy materials. We may use the services of our directors, officers and employees, without additional compensation, to solicit proxies. We will reimburse any holder of record for its reasonable expenses incurred in completing the mailing of stockholder requested proxy materials to the beneficial owners of our voting common stock. Sonic has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the special meeting. Sonic estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement of certain expenses. In addition, Sonic may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Sonic common stock for their expenses in forwarding solicitation material to such beneficial owners.

Householding

We are permitted to send a single set of proxy materials to stockholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs. If you would like to receive a separate copy of a proxy statement or annual report, either now or in the future, please contact the Corporate Secretary at Sonic Corp., 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104. Such requests by street name holders should be made through their broker, bank or other nominee.

Other Information

You should not return your stock certificate or send documents representing Sonic common stock with the proxy card. If the merger is completed, the paying agent for the merger will send to you a letter of transmittal and related materials and instructions for exchanging your shares of Sonic common stock.

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THE MERGER (PROPOSAL 1)

The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Parties Involved in the Merger

Sonic Corp.

Sonic 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. Sonic’s principal executive offices are located at 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104, and our telephone number is (405) 225-5000.

Sonic is a Delaware corporation and Sonic common stock, par value $0.01 per share, trades on the Nasdaq under the symbol “SONC.”

Additional information about Sonic is contained in our public filings, which are incorporated by reference herein. See the section entitled “Where You Can Find Additional Information” beginning on page 110 of this proxy statement.

Inspire Brands, Inc.

Inspire is a multi-brand restaurant company whose portfolio includes more than 4,700 Arby’s, Buffalo Wild Wings and Rusty Taco locations worldwide. Inspire, a Delaware corporation, is majority-owned by funds managed by Roark and was founded in 2018. Inspire’s principal executive offices are located at 1155 Perimeter Center West, Atlanta, Georgia 30338. Inspire’s telephone number is (678) 514-4100.

Additional information about Inspire can be found at www.InspireBrands.com. The information provided on or accessible through Inspire’s website is not part of or incorporated by reference in this proxy statement.

SSK Merger Sub, Inc.

Merger Sub, a Delaware corporation and a direct wholly owned subsidiary of Inspire, was formed by Inspire solely for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into Sonic and will cease to exist. Merger Sub’s principal executive offices are located at 1155 Perimeter Center West, Atlanta, Georgia 30338. Its telephone number is (678) 514-4100.

Roark Capital Management LLC

Roark is not a party to the merger agreement, but the Roark funds have committed to capitalize Inspire with up to approximately $1.635 billion of equity financing in connection with the merger pursuant to equity commitment letters.

Since Roark’s inception, affiliates of Roark have invested in 65 franchise/multi-unit brands, which collectively generate $32 billion in annual system revenues from 32,000 locations in 50 states and 81 countries. Roark’s and the Roark funds’ principal executive offices are located at 1180 Peachtree St NE, Suite 2500, Atlanta, Georgia 30309. Their telephone number is (404) 591-5200.

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Additional information about Roark can be found at www.roarkcapital.com. The information provided on or accessible through Roark’s website is not part of or incorporated by reference in this proxy statement.

Certain Effects of the Merger

If the merger agreement is adopted by Sonic stockholders and certain other conditions to the closing of the merger are either satisfied or waived, Merger Sub will merge with and into Sonic, with Sonic being the surviving corporation in the merger.

Upon the consummation of the merger, each share of Sonic common stock issued and outstanding immediately prior to the effective time (other than shares owned or held in treasury by Sonic or any direct or indirect wholly owned subsidiary of Sonic or shares owned by Inspire or any direct or indirect wholly owned subsidiary of Inspire (including Merger Sub), which in each case will be cancelled for no consideration, and other than shares with respect to which the stockholder has properly exercised its appraisal rights) will be cancelled and converted into the right to receive $43.50 in cash, without interest and less applicable withholding taxes.

Sonic common stock is currently registered under the Exchange Act and is listed on the Nasdaq under the symbol “SONC.” As a result of the merger, Sonic will cease to be a publicly traded company and will be a wholly owned subsidiary of Inspire. Following the consummation of the merger, Sonic common stock will be de-listed from the Nasdaq and de-registered under the Exchange Act, in each case in accordance with applicable law, rules and regulations.

Background of the Merger

The Sonic board of directors and Sonic management regularly review and assess Sonic’s performance, risks, opportunities and strategy, including reviews of developments in the quick service restaurant (which we refer to as “QSR”) industry and opportunities to increase stockholder value. These reviews have included, from time to time, potential strategic alternatives and other enhancements to Sonic’s business plan. As part of their ongoing evaluation of Sonic’s business, the Sonic board of directors and Sonic management regularly communicate with and consider the views of stockholders.

On December 14, 2017, at an in-person meeting in Memphis, Tennessee, representatives of Southeastern Asset Management, Inc. (which we refer to as “Southeastern”), which at the time owned approximately 16.0% of the outstanding Sonic common stock, informed J. Clifford Hudson, Chairman of the Board and Chief Executive Officer of Sonic, and Claudia San Pedro, President of Sonic, that Southeastern expected to file an amendment with the SEC to change its Schedule 13G filing with respect to Sonic into a Schedule 13D filing. The representatives of Southeastern informed Mr. Hudson that Southeastern thought highly of Sonic’s management team but felt that the filing change would give it the flexibility to have more direct conversations with Sonic and other Sonic stockholders to discuss Sonic’s valuation and strategic matters.

On December 18, 2017, the Sonic board of directors held a telephonic meeting, with certain members of management also in attendance. In addition, the Sonic board of directors invited Guggenheim Securities and Sonic’s outside counsel, Shearman & Sterling LLP (which we refer to as “Shearman & Sterling”), to attend. Sonic was familiar with Guggenheim Securities based on its work on Sonic’s securitization facilities as well as general financial advisory work for Sonic and selected Guggenheim Securities to participate based on its reputation as an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the restaurant industry. Sonic had also worked with the senior member of the Guggenheim Securities team advising Sonic for at least twenty years on various financial advisory matters. During the meeting, management reviewed the financial performance of Sonic. In addition, Mr. Hudson reviewed with the Sonic board of directors his discussions with Southeastern. Representatives of Guggenheim Securities provided information on Southeastern’s history of engagement with companies with respect to which it had filed a Schedule 13D with the SEC. As part of the

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discussion, representatives of Shearman & Sterling explained the general purpose of a Schedule 13D filing and reviewed with the Sonic board of directors its role and fiduciary duties with respect to such matters.

On December 18, 2017, Southeastern filed a Schedule 13D with the SEC. On the date immediately preceding such filing, Sonic’s stock price had closed at $28.24. In its filing, Southeastern indicated that it was switching from filing on Schedule 13G to Schedule 13D in order to have more direct conversations with Sonic and other Sonic stockholders about the pace of share repurchases by Sonic and other strategic matters. Southeastern noted that while it was supportive of the course that Sonic was pursuing, it felt that the filing change would give it the flexibility to discuss opportunities to maximize Sonic’s long-term value per share.

On the afternoon of January 4, 2018, after the close of trading on the Nasdaq, Sonic issued a press release announcing, among other items, certain preliminary financial results for its first quarter ended November 30, 2017. On January 5, 2018, Sonic’s stock price closed at $28.03.

On January 5, 2018, Mr. Hudson and Ms. San Pedro had a telephone call with representatives of Southeastern to discuss Sonic’s strategy and performance. During this conversation, the representatives of Southeastern informed Mr. Hudson and Ms. San Pedro that Southeastern believed that current market conditions were such that Sonic could likely obtain an attractive valuation from a financial or strategic acquirer in connection with a potential acquisition of Sonic. In addition, the representatives of Southeastern requested that Sonic retain a financial advisor to confidentially approach a small number of potential acquirers to test Sonic’s value. The Southeastern representatives also indicated they were willing to enter into a confidentiality agreement with Sonic to discuss any strategic alternatives process that Sonic undertook.

On January 12, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Shearman & Sterling. During the meeting, the Sonic board of directors reviewed, among other things, the discussions that Mr. Hudson had with Southeastern. Representatives of Shearman & Sterling reviewed the terms of a potential confidentiality agreement that could be proposed to Southeastern, including the standstill provisions contained therein. After discussion, the Sonic board of directors directed management to pursue entering into a confidentiality agreement with Southeastern consistent with the terms reviewed with the Sonic board of directors. In addition, at the meeting the Sonic board of directors discussed the proposed structure of a securitization transaction being undertaken by Sonic.

On January 16, 2018, Paige S. Bass, Senior Vice President and General Counsel of Sonic, delivered to Southeastern a copy of the proposed confidentiality agreement.

From January 17 through 26, 2018, Ms. Bass corresponded with legal counsel for Southeastern regarding the terms of the proposed confidentiality agreement.

On January 29, 2018, in a discussion between Mr. Hudson and a representative of Southeastern, the representative of Southeastern indicated it had decided to defer entering into a confidentiality agreement and that Southeastern did not require any confidential information.

On January 30, 2018 and January 31, 2018, a regularly scheduled meeting of the Sonic board of directors was held. In attendance were members of management and representatives of Guggenheim Securities, while representatives of Shearman & Sterling participated in a portion of the meeting by telephone. Members of the Sonic board of directors had been provided with a set of meeting materials, including a financial analysis prepared by Guggenheim Securities. At the meeting, Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties and management provided an update to Sonic’s five-year projections, and representatives of Guggenheim Securities reviewed certain financial analyses of Sonic. Management of Sonic also updated the Sonic board of directors on recent discussions with Southeastern and its decision not to enter into a confidentiality agreement with Sonic. As part of the discussion, the Sonic board of directors reviewed Sonic’s performance and strategy, discussed the execution risks inherent in Sonic’s business plan and Sonic’s continued

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operation as an independent, publicly traded company and discussed whether to engage in a parallel potential strategic alternatives process in response to Southeastern’s comments. Representatives of Guggenheim Securities and management also discussed a securitization financing that Sonic had recently priced. In addition, the Sonic board of directors requested that Guggenheim Securities perform additional financial analysis on Sonic. At this meeting, the senior member of the Guggenheim Securities team advising Sonic reminded the Sonic board of directors that he was, and since 2008, had been, a Sonic franchisee. The Sonic board of directors considered the disclosures in detail and, in light of the disclosures, discussed (without Guggenheim Securities present) whether to retain additional financial advisors. It was the consensus of the Sonic board of directors that the benefit of the experience provided by Guggenheim Securities and the knowledge it had of Sonic favored Guggenheim Securities remaining as sole financial advisor to Sonic, and that the relationship the senior member of the Guggenheim Securities team had with Sonic would not impair Guggenheim Securities’ ability to provide impartial advice to Sonic.

On February 1, 2018, Sonic announced that certain of its subsidiaries had completed a private securitization transaction to partially refinance their existing securitization debt. Sonic raised $170 million pursuant to the securitization financing.

On February 2 and 7, 2018, Mr. Hudson and Ms. San Pedro had telephone calls with representatives of Southeastern, during which Sonic’s financial performance was discussed and Southeastern reiterated its desire for Sonic to consider strategic alternatives. Mr. Hudson reminded the representatives of Southeastern that, in the absence of a confidentiality agreement between Southeastern and Sonic, he was not at liberty to discuss that topic.

On February 23, 2018, Mr. Horsch and Ms. San Pedro held an in-person meeting with another significant stockholder at the Sonic corporate offices in Oklahoma City, Oklahoma. A representative of the stockholder advised Ms. San Pedro that, if within two quarters Sonic was not able to improve performance, the stockholder would expect Sonic to consider any strategic actions that could create stockholder value, including the potential sale of Sonic.

Later on February 23, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties. In addition, the Sonic board of directors reviewed three additional forecast cases for the five-year projections prepared by management, and representatives of Guggenheim Securities presented various financial analyses regarding Sonic. At the meeting, the Sonic board of directors reviewed the discussions that management had with Southeastern and Southeastern’s desire for Sonic to consider strategic alternatives as well as the comments provided earlier in the day by an additional significant stockholder. The Sonic board of directors then discussed certain considerations with respect to determining whether to undertake a potential strategic alternatives process in response to stockholder comments in parallel with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company, and the potential timeline of any such process. As part of this discussion, representatives of Guggenheim Securities discussed certain potential acquirers of Sonic, both strategic and financial acquirers, that could be approached as part of any potential strategic alternatives process. Following discussions, the Sonic board of directors determined that Sonic should defer any decision on a potential acquisition of Sonic and consider revisiting such determination at later meetings of the Sonic board of directors. The Sonic board of directors also reviewed the terms of a potential engagement letter with Guggenheim Securities and approved the terms of the potential engagement.

Pursuant to a letter agreement dated February 26, 2018, Sonic formally engaged Guggenheim Securities to act as its financial advisor in connection with, among other things, preparing for, evaluating and responding to any potential stockholder activist campaign and any potential sale of Sonic, with the success fee, if any, left open for future agreement.

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On March 8, 2018, Neal Aronson, Managing Partner of Roark and Chairman of Inspire, contacted Mr. Hudson to request a meeting. Mr. Aronson indicated that the purpose of such meeting was introductory only and that funds managed by Roark owned a number of QSR restaurant brands. Mr. Hudson responded by suggesting that such a meeting might be possible, but deferring it to a later date.

On March 16, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties. In addition, the Sonic board of directors reviewed an additional forecast case for the five-year projections prepared by management, and representatives of Guggenheim Securities presented various financial analyses regarding Sonic. At the meeting, the Sonic board of directors reviewed the discussions that management had with Southeastern as well as another significant stockholder. In addition, Mr. Hudson noted to the Sonic board of directors that he had been contacted by Mr. Aronson. The Sonic board of directors indicated that Mr. Hudson should meet with Mr. Aronson. The Sonic board of directors then discussed certain considerations with respect to determining whether to undertake a potential strategic alternatives process in response to stockholder comments in parallel with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company, and the potential timeline of any potential strategic alternatives process. As part of this discussion, representatives of Guggenheim Securities discussed certain potential strategic and financial acquirers of Sonic that could be approached as part of any potential strategic alternatives process. In addition, it was noted that the financial performance of Sonic might improve in the near term and that if a process was commenced, it might benefit from waiting to demonstrate to potential acquirers the improved financial performance. It was also noted that improved financial performance would benefit Sonic’s efforts to continue operations as an independent, publicly traded company. Representatives of Shearman & Sterling then discussed several features of a confidentiality agreement proposed to be used in any such process, including the “standstill” provisions and limitations placed on a potential bidder from sharing confidential information with its representatives. The Sonic board of directors indicated their desire that potential bidders not be able to share such information with financing sources at that time. Representatives of Shearman & Sterling also discussed certain takeover defenses available to Sonic. Following discussions, the Sonic board of directors determined that Sonic should defer any decision on a potential acquisition of Sonic but requested that Guggenheim Securities work with management to begin preparing materials to be used in any process approved by the Sonic board of directors, including a confidential information memorandum describing Sonic. In addition, the Sonic board of directors requested that Shearman & Sterling prepare a draft stockholders rights plan for it to consider at its next meeting.

On the afternoon of March 27, 2018, after the close of trading on the Nasdaq, Sonic issued a press release announcing, among other items, certain preliminary financial results for its second quarter ended February 28, 2018. On March 28, 2018, Sonic’s stock price closed at $25.24.

On March 28, 2018, Mr. Hudson and Corey R. Horsch, Vice President, Chief Financial Officer and Treasurer of Sonic, had a telephone call with a representative of Southeastern following Sonic’s second quarter earnings release. During this conversation, Mr. Hudson and Mr. Horsch discussed Sonic’s earnings with the representative of Southeastern.

On April 11, 2018 and April 12, 2018, the Sonic board of directors held an in-person meeting. In attendance were members of management, while representatives of Guggenheim Securities and representatives of Shearman & Sterling participated in portions of the meeting by telephone. During the meeting, management updated the Sonic board of directors on Sonic’s financial performance. The Sonic board of directors then reviewed the discussions that management had with Southeastern as well as the comments previously received from another significant stockholder. The Sonic board of directors then discussed certain considerations with respect to determining whether to undertake a potential strategic alternatives process in response to stockholder comments in parallel with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company. Representatives of Guggenheim Securities discussed certain potential strategic and financial acquirers of Sonic that could be approached as part of any strategic alternatives process. As part of the discussion, the

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Sonic board of directors noted that any such process should proceed confidentially out of concern that, among other things, the uncertainty created by a public process could adversely impact Sonic’s ability to execute its business plan. As a result, the Sonic board of directors determined that, should it initiate a process, only a select group of potential interested parties should be invited to participate. Management noted that the financial performance of Sonic was improving and that if a process were commenced, it might benefit from the improved financial performance. In addition, the Sonic board of directors discussed the impact of improved financial performance on the prospects of Sonic continuing as an independent, publicly traded company. Following discussions, the Sonic board of directors determined that Sonic should defer any decision on a potential acquisition of Sonic but requested that Guggenheim Securities continue to work with management to prepare materials to be used in any process approved by the Sonic board of directors. Representatives of Shearman & Sterling then presented and discussed a draft stockholders rights plan for the Sonic board of directors to consider, including discussing how such a plan works, its features and its key elements. Representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in connection with adopting any such plan. The Sonic board of directors took no action to adopt a stockholders rights plan at the meeting.

On April 23, 2018, Mr. Hudson had an in-person meeting with Mr. Aronson of Roark. At the meeting, Mr. Aronson described Roark’s business and assets, with particular emphasis on its managed funds’ investments in the QSR and related industries, including Inspire. He also emphasized Roark’s long-term investment horizon. He indicated that Roark was interested in exploring a potential acquisition of Sonic. Mr. Hudson indicated to Mr. Aronson that he would share Roark’s interest with the Sonic board of directors.

On May 1, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties. Mr. Hudson discussed with the Sonic board of directors his meeting with Mr. Aronson. Representatives of Guggenheim Securities discussed with the Sonic board of directors the potential timeline of a potential strategic alternatives process. The Sonic board of directors then discussed certain considerations with respect to determining whether to undertake a potential strategic alternatives process in response to Southeastern’s comments in parallel with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company, including the recent improved financial performance of Sonic. In addition, representatives of Guggenheim Securities discussed with the Sonic board of directors a list of potential acquirers of Sonic and their likely interest in participating in such a process. At the conclusion of the meeting, the Sonic board of directors determined that Sonic should commence the strategic alternatives process in order to determine whether an alternative to Sonic remaining an independent company would be in the best interests of Sonic and its stockholders and directed Guggenheim Securities to initiate contact with ten potential acquirers of Sonic on that list, including five financial sponsors and five potential strategic acquirers. For this purpose, Guggenheim Securities was directed to invite Roark, but not Inspire, to participate in the process. Guggenheim Securities reminded the Sonic board of directors that, during the past two years, Guggenheim Securities had been engaged by eight of the ten potential acquirers to provide financial advisory, capital markets and/or other investment banking services in connection with matters unrelated to the strategic alternatives process. The Sonic board of directors considered the disclosures in detail and, in light of the disclosures, discussed (without Guggenheim Securities present) whether to retain additional financial advisors. It was the consensus of the Sonic board of directors that the benefit of the experience provided by Guggenheim Securities and the knowledge it had of Sonic favored Guggenheim Securities remaining as sole financial advisor to Sonic, and that the relationships Guggenheim Securities had with potential acquirers would not impair Guggenheim Securities’ ability to provide impartial advice to Sonic.

During May 2018, representatives of Guggenheim Securities contacted each of the ten potential acquirers approved by the Sonic board of directors. Of the ten potential acquirers contacted, all five of the financial sponsors, including Roark, indicated that they were interested in participating in the strategic alternatives process, while the five strategic acquirers decided not to participate in the strategic alternatives process. Roark noted that it would be interested in exploring an acquisition of Sonic through Inspire. Sonic distributed forms of

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confidentiality agreements to each of the five potential acquirers that had indicated an interest in participating in the strategic alternatives process, each of which included standstill provisions preventing the interested party from making an unsolicited proposal to acquire Sonic and limited their ability to provide confidential information to potential financing sources, and commenced negotiating those agreements.

On May 14, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties, management updated the Sonic board of directors on Sonic’s five-year projections by presenting an additional case for the Sonic board of directors to consider, and representatives of Guggenheim Securities presented various financial analyses regarding Sonic. Representatives of Guggenheim Securities updated the Sonic board of directors on the status of contacts made by representatives of Guggenheim Securities in connection with the strategic alternatives process and responses received. Representatives of Guggenheim Securities noted that Roark had indicated that it wished to have Inspire participate in the due diligence process. Representatives of Guggenheim Securities described Inspire to the Sonic board of directors. The Sonic board of directors and management discussed their concerns about confidentiality and sharing competitively sensitive information with Inspire. The Sonic board of directors also considered the risk that Roark might not participate in the process if Inspire could not participate. The Sonic board of directors concluded that Inspire would not be permitted to be part of the due diligence process at such time. Representatives of Guggenheim Securities further discussed the strategic alternatives process to be conducted in parallel with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company, including the expected timeline and noted that potential acquirers would receive a confidential information memorandum after entering into a confidentiality agreement.

On June 5, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties, management updated the Sonic board of directors on Sonic’s financial performance and execution of its business plan, and representatives of Guggenheim Securities and Shearman & Sterling discussed the status of negotiations regarding the confidentiality agreements with potential acquirers. Representatives of Shearman & Sterling discussed certain aspects of the confidentiality agreements, including the terms of the standstill provisions contained therein. Representatives of Guggenheim Securities discussed the timing of providing “data room” access to potential acquirers and management meetings. Representatives of Guggenheim Securities also reviewed with the Sonic board of directors certain investment banking and other relationships Guggenheim Securities had with Sonic and potential acquirers, including the fees it had earned from Sonic and the potential acquirers over the previous two years. At this time, the representative of Guggenheim Securities also reminded the Sonic board of directors that the senior member of the Guggenheim Securities team advising Sonic was a Sonic franchisee. The Sonic board of directors considered the disclosures in detail and, in light of the disclosures, discussed (without Guggenheim Securities present) whether to retain additional financial advisors. It was the consensus of the Sonic board of directors that the benefit of the experience provided by Guggenheim Securities and the knowledge it had of Sonic favored Guggenheim Securities remaining as sole financial advisor to Sonic, and that the relationships Guggenheim Securities had with Sonic and potential acquirers would not impair Guggenheim Securities’ ability to provide impartial advice to Sonic.

Also at the meeting on June 5, 2018, consistent with Sonic’s efforts to execute its business plan and to continue to operate as an independent, publicly traded company, the Sonic board of directors discussed management’s recommendation that Sonic adopt a multi-year share repurchase program, pursuant to which Sonic would increase the previously authorized share repurchase amount and extend such authorization through fiscal year 2021. More specifically, management of Sonic recommended that the Sonic board of directors authorize a $500 million share repurchase program through August 31, 2021, replacing Sonic’s fiscal year 2018 authorization of $160 million. The Sonic board of directors approved such a repurchase program.

By June 6, 2018, Sonic had entered into confidentiality agreements with each of the five potential acquirers who had indicated an interest in participating in the strategic alternatives process. During May and June 2018, each of

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the five potential acquirers that had signed a confidentiality agreement was provided a confidential information memorandum about Sonic. Each of these potential acquirers also attended management presentations. In addition, each potential acquirer was given “data room” access to perform due diligence, and Sonic responded to a number of diligence requests from such potential acquirers.

On the morning of June 7, 2018, before the open of trading on the Nasdaq and in advance of two investor conferences, Sonic issued a press release announcing certain preliminary financial results reflecting improved performance for its third quarter ended May 31, 2018. Sonic also announced the Sonic board of directors’ approval of an increase and extension to Sonic’s share repurchase program. On June 7, 2018, Sonic’s stock price closed at $30.98, an increase of 16.4% from the prior day’s closing price.

On June 7 and June 11, 2018, a Southeastern representative informed Mr. Hudson and Mr. Horsch that Southeastern was interested in entering into a confidentiality agreement so that Sonic representatives could provide them confidential information regarding Sonic.

On June 13, 2018, in accordance with the timeline approved by the Sonic board of directors, representatives of Guggenheim Securities notified potential acquirers that they should submit indications of interest for the potential acquisition of Sonic by July 9, 2018.

On June 14, 2018, Ms. Bass provided Southeastern with a confidentiality agreement which contained standstill provisions. Southeastern and Sonic signed the confidentiality agreement on June 19, 2018, and Southeastern filed an amendment to its Schedule 13D in which it disclosed that it had entered into a confidentiality agreement with Sonic.

On June 14, 2018, a representative of Roark initiated a telephone call with representatives of Guggenheim Securities, during which the representative of Roark asked questions regarding Sonic’s existing securitization facilities, including the possibility of raising additional funds pursuant to such facilities in connection with a potential acquisition of Sonic by Roark, and various financing alternatives.

On June 19, 2018, Mr. Hudson and a representative of Guggenheim Securities had a telephone call with a representative of Southeastern. During this conversation, Southeastern was informed that a strategic alternatives process was under way, but that Sonic was not willing to provide significant additional detail about the process at that time. In addition, the representative of Southeastern indicated that Southeastern viewed Sonic as fairly valued by the market at that time. The prior day’s closing price for Sonic’s common stock was $34.44.

On June 28, 2018, representatives of Roark and representatives of Sonic had a telephone call to discuss certain financial information relating to Sonic, including Sonic’s five-year projections.

On June 29, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic. Representatives of Guggenheim Securities discussed with the Sonic board of directors the status of the potential strategic alternatives process and communications with Southeastern. Representatives of Guggenheim Securities discussed financing alternatives available to potential acquirers in connection with a transaction and reviewed certain terms of Sonic’s existing securitization facilities, on which Guggenheim Securities had acted as sole structuring advisor and book-running manager. Representatives of Guggenheim Securities noted that potential acquirers would be able to consummate a transaction with Sonic without having to repay the securitization facilities at closing. Representatives of Shearman & Sterling discussed certain terms of the securitization facilities including the definition of “change in control”. The Sonic board of directors discussed the terms of the securitization facilities in the context of a change in control and the impact, if any, the facilities would have on a potential acquisition of Sonic. Representatives of Guggenheim Securities noted that the terms of the facilities allowed potential acquirers to make a bid on an all equity financed basis.

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Management (without Guggenheim Securities present) reviewed with the Sonic board of directors a proposed amendment to the Guggenheim Securities engagement letter, including the proposed fee payable to Guggenheim Securities should Sonic enter into a transaction. The Sonic board of directors approved the amendment to the Guggenheim engagement letter, including the fee structure.

On July 5, 2018, Southeastern contacted Mr. Hudson to request an in-person meeting, and Mr. Hudson stated that he would respond to schedule a discussion.

In early July 2018, representatives of Guggenheim Securities had discussions with each of the five potential acquirers in the strategic alternatives process concerning their readiness to submit a preliminary bid by July 9, 2018. During these discussions, four of the five potential acquirers indicated that they would not be making a proposal to acquire Sonic because they viewed Sonic as fairly valued by the market and did not believe that they could propose a premium to market that the Sonic board of directors would find attractive. One of the potential acquirers indicated that, if it were to make a proposal, it would be below the closing market price of Sonic’s common stock of $35.78 on July 9, 2018.

On July 9, 2018, Sonic and Guggenheim Securities executed the amendment to the Guggenheim engagement letter.

On July 9, 2018, Roark submitted a non-binding indication of interest that contained a bid range of $37 to $40 per share of Sonic common stock. In connection with such bid, Roark indicated that additional diligence information regarding Sonic and full access to confidential due diligence materials could allow it to get to the high end of its bid range or even higher. Roark noted that their proposal assumed that it would finance the acquisition through a combination of debt and equity and that Sonic’s existing securitization structure would remain intact after the change in control. On July 9, 2018, the closing market price of Sonic’s common stock was $35.78.

On July 11, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and in the context of a decision to continue as an independent, publicly traded company. Mr. Hudson updated the Sonic board of directors on the request by a representative of Southeastern for a meeting. After discussion, the Sonic board of directors agreed that Mr. Hudson and a representative of Guggenheim Securities should schedule a meeting with the representative of Southeastern at which they would provide limited information regarding the potential strategic alternatives process. Representatives of Guggenheim Securities presented various financial analyses regarding Sonic and discussed the terms of Roark’s indication of interest. After discussion, the Sonic board of directors determined to continue the strategic alternatives process and directed Guggenheim Securities to inform Roark that Roark could continue in the strategic alternatives process, but the Sonic board of directors was only interested in considering a proposal that was at the top end or exceeded its bid range of $37 to $40 per share of Sonic common stock. The Sonic board of directors also discussed Sonic continuing to operate as an independent, publicly traded company. Representatives of Guggenheim Securities and Shearman & Sterling discussed next steps in the potential strategic alternatives process, including proposing to review the terms of a form of merger agreement with the Sonic board of directors at a special meeting to be scheduled the following week.

On July 12, 2018, Mr. Hudson and a representative of Guggenheim Securities initiated a telephone call with a representative of Southeastern, during which they indicated that the potential strategic alternatives process was continuing and provided an update on certain strategic initiatives of Sonic. The update did not include identifying information regarding potential participants or specific information regarding Roark’s indication of interest.

On July 17, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of

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a potential acquisition of Sonic, and Mr. Hudson updated the Sonic board of directors on his conversation with Southeastern. Representatives of Shearman & Sterling reviewed the material terms of the draft form of merger agreement, noting that it is common to negotiate a merger agreement with potential acquirers prior to deciding to enter into a transaction and that a review of the merger agreement was not an indication that the Board had decided to enter into a transaction. The merger agreement review included a review of the proposed structure, availability of appraisal rights for stockholders, conditions to the merger, the no-shop provision (including consideration of an alternative go-shop provision and recent history on the success of such provisions), termination rights and fees. Representatives of Shearman & Sterling indicated that the draft agreement assumed that the transaction would be fully financed by equity, and the agreement did not provide for a financing contingency to closing. Representatives of Shearman & Sterling also noted that the draft agreement structured the transaction as a tender offer rather than a merger to shorten the time necessary for closing. In addition, representatives of Shearman & Sterling discussed the impact of the transaction on various compensation awards granted by Sonic, including on outstanding stock options and restricted stock units, and noted the treatment of targets under outstanding cash incentive plan awards.

During July 2018 and August 2018, Roark continued to conduct its due diligence review of materials provided by Sonic in connection with Roark’s evaluation of Sonic, and management and representatives of Guggenheim Securities had ongoing discussions with Roark regarding related due diligence inquiries.

On August 3, 2018, Mr. Hudson, Mr. Horsch and a representative of Guggenheim Securities had an in-person meeting in Memphis, Tennessee with a representative of Southeastern, at which they discussed, among other things, certain aspects of Sonic’s financial performance and strategic initiatives. The representative of Southeastern communicated Southeastern’s possible interest in selling its position in Sonic at current market prices. In response, Mr. Hudson and Mr. Horsch suggested to the Southeastern representative that Sonic was open to helping Southeastern find liquidity, including potentially using a portion of Sonic’s stock repurchase authorization to buy back a portion of Southeastern’s shares.

On August 6, 2018, Mr. Hudson and Mr. Horsch had a telephone call with representatives of Southeastern regarding Southeastern’s continued interest in selling its position in Sonic.

On August 7, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and in the context of a decision to continue as an independent, publicly traded company, management updated the Sonic board of directors on certain aspects of Sonic’s financial performance and strategic initiatives and Guggenheim Securities updated the Sonic board of directors on discussions with Southeastern and the strategic alternatives process.

On August 16, 2018, at the direction of the Sonic board of directors, Guggenheim Securities notified Roark in writing that it should submit its final bid to acquire Sonic by no later than September 17, 2018. The notice also indicated that a proposed form of merger agreement would be distributed and requested comments on the agreement by September 5, 2018.

On August 21, 2018, Mr. Hudson had a telephone call with representatives of Southeastern in which they discussed Southeastern’s continued interest in a sale of Sonic and inquired regarding an update on the potential strategic alternatives process. Mr. Hudson did not provide additional information regarding the strategic alternatives process.

On August 22, 2018, Guggenheim Securities transmitted the proposed form of merger agreement to Roark.

During August 2018 and early September 2018, Roark continued to perform due diligence on Sonic.

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On August 23, 2018, management and representatives of Guggenheim Securities held a management due diligence session with Roark and its advisors.

On August 27, 2018, Mr. Hudson and Mr. Horsch had a telephone call with representatives of Southeastern, during which the Southeastern representatives expressed a desire for more information regarding the potential strategic alternatives process. Mr. Hudson and Mr. Horsch did not provide additional information regarding the potential strategic alternatives process.

On September 5, 2018, White & Case LLP, Roark’s outside legal counsel (which we refer to as “White & Case”), on behalf of Roark, provided a revised draft of the merger agreement to Shearman & Sterling.

On September 6, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and highlighted certain issues raised in the mark-up of the merger agreement provided by Roark, including the fact that Roark had proposed a merger structure rather than a tender offer structure, the fact that Roark prohibited Sonic from paying dividends, the scope of the “fiduciary-out” and amount of the associated break-up fee of 4% of equity value compared with a 2% fee proposed by Sonic and the fact that Roark had indicated that financing arrangements were open (but Shearman & Sterling indicated that financing would effectively be viewed as a condition of the merger through the inclusion of a reverse break-up fee). The Sonic board of directors discussed the merger agreement and directed Shearman & Sterling to negotiate its terms. Also at the meeting, the Sonic board of directors asked management to update Sonic’s five-year projections based on recent results and Guggenheim Securities to perform its financial analysis taking into account certain sensitivities on such projections. The Sonic board of directors also discussed Sonic continuing to operate as an independent, publicly traded company.

From September 7, 2018 to September 12, 2018, the general counsel of Roark and representatives of White & Case and Shearman & Sterling engaged in multiple discussions regarding the issues raised in the draft merger agreement. During these negotiations, Roark indicated that its proposal assumed that Roark would finance the acquisition through a combination of debt and equity and that Sonic’s existing securitization structure could remain intact after the change in control. Roark noted that, as a result, it had structured the transaction as a merger rather than a tender offer to provide additional time to secure financing and that it would require a reverse break-up fee arrangement. Representatives of Shearman & Sterling indicated that Sonic was willing to accept a merger structure so long as Roark provided equity commitment letters for the full amount necessary to consummate the transaction, but not a transaction that effectively conditioned the merger on securing new financing or that effectively allowed Roark to terminate the transaction upon payment of a reverse break-up fee.

On the morning of September 11, 2018, before the open of trading on the Nasdaq and in advance of Sonic’s annual franchisee convention at which Sonic intended to discuss its performance, Sonic issued a press release announcing certain preliminary results for the fourth quarter of fiscal year 2018. In the press release, Sonic estimated that system-wide same-store sales for its fourth fiscal quarter had increased approximately 2.6% as compared to the prior-year quarter, and same-store sales performance for the quarter reflected an increase of approximately 2.5% at company-owned drive-ins and an increase of approximately 2.6% at franchise drive-ins. On September 11, 2018, the closing market price of Sonic’s common stock was $38.55, an increase of 8.2% from the prior day’s closing price.

Later on September 11, 2018, a representative of Southeastern contacted Mr. Hudson and Mr. Horsch to congratulate them on the results set forth in Sonic’s recent press release and to discuss Southeastern’s desire to obtain a waiver of the standstill restrictions contained in its confidentiality agreement with Sonic in order to sell its position in Sonic’s common stock. Mr. Horsch referred the Southeastern representative to Sonic’s legal counsel.

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On September 12, 2018, Roark contacted representatives of Guggenheim Securities and indicated that it would not be able to submit a revised proposal above the bid range previously communicated. Roark requested that it be permitted to submit a bid through Inspire as it believed Inspire could submit a compelling bid. The representatives of Guggenheim Securities inquired what Roark believed would be the price range that Inspire could bid. Roark responded that it believed Inspire could submit a proposal at $42.00 per share or higher. After this request was communicated to Sonic by Guggenheim Securities, management contacted members of the Sonic board of directors to discuss the request.

On September 12, 2018, a representative of Shearman & Sterling had a telephone call with legal counsel for Southeastern. The representative of Southeastern discussed the terms of the confidentiality agreement between Southeastern and Sonic, indicated it was considering changing its filing with the SEC to a Schedule 13G from a Schedule 13D.

On September 13, 2018, Mr. Horsch and Ms. Bass had a telephone call with representatives of Southeastern, during which the Southeastern representatives again indicated they were considering changing their filing with the SEC to a Schedule 13G from a Schedule 13D. The representatives also expressed Southeastern’s interest in selling a portion of its position to Sonic at a market price.

On September 13, 2018, Shearman & Sterling provided a revised draft of the merger agreement to White & Case and requested that Roark base its final bid on September 17, 2018 on the revised draft.

On September 13, 2018, in response to Roark, Sonic agreed that Inspire could be the acquiring company, but only if Roark’s bid was increased from the $42.00 indication. In response, Roark requested that a meeting take place between management of Sonic and Inspire prior to the deadline for final bids. Sonic subsequently permitted Roark to share confidential information with Inspire as Roark’s representatives under the confidentiality agreement.

On September 14, 2018, Ms. Bass had a telephone call with a representative of Southeastern. The representative of Southeastern further discussed the confidentiality agreement between Southeastern and Sonic, and indicated Southeastern was considering changing its filing with the SEC to a Schedule 13G from a Schedule 13D.

On September 16, 2018, Paul Brown, Chief Executive Officer of Inspire, met with Sonic’s management and representatives of Guggenheim Securities in Oklahoma City, Oklahoma to discuss a potential acquisition of Sonic.

On September 17, 2018, Inspire submitted a bid to acquire Sonic at $42.75 per share in cash, together with a revised draft of the merger agreement and drafts of equity commitment letters pursuant to which certain funds managed by Roark would fund the entire amount of the merger consideration. Inspire’s proposal did not condition the transaction on new debt financing or provide for a reverse break-up fee. The proposal included a condition that Sonic’s existing securitization structure remain intact. In addition, the proposal indicated that in the event that Inspire breached its obligations under the merger agreement, Sonic’s sole remedy was to seek specific performance by Inspire of its obligations (including causing Inspire to seek specific performance of the commitments provided by funds managed by Roark under the equity commitment letters) or to seek damages from Inspire in an amount not to exceed 5.4% of the equity value of the transaction (or approximately $84 million based on a price of $42.75 per share). Sonic would not be permitted to directly specifically enforce the commitments provided by funds managed by Roark under the equity commitment letters.

On September 19, 2018, a Southeastern representative contacted Mr. Hudson and Mr. Horsch and requested to discuss a potential purchase by Sonic of a portion of Southeastern’s position in Sonic. Mr. Hudson deferred further discussion regarding the matter until the following week.

On September 20, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. Members of the Sonic

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board of directors had been provided with a set of meeting materials, including a summary of the terms and conditions of the merger agreement and a financial analysis prepared by Guggenheim Securities. In addition, management provided an update to Sonic’s five-year projections and certain sensitivities on such projections, and representatives of Guggenheim Securities presented various financial analyses regarding Sonic. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and reviewed the terms of the draft merger agreement, including the terms prohibiting future dividends, solicitation of competing proposals, notification obligations if competing proposals are received and termination rights and fees. Representatives of Shearman & Sterling also discussed the terms of the proposed merger agreement that conditioned the closing of the merger on Sonic’s existing securitization structure remaining intact and the provisions that limited damages that may be recoverable in the event of a breach of the merger agreement by Inspire. Representatives of Shearman & Sterling then discussed the terms of the equity commitment letters, including the amounts thereof, and the fact that Sonic could not directly specifically enforce the commitments provided by funds managed by Roark under the equity commitment letters. Representatives of Shearman & Sterling also discussed the provisions of the proposed merger agreement relating to regulatory approvals and noted that while Inspire agreed to take certain actions to secure regulatory approvals, Inspire would not agree to prevent its affiliates from taking any actions. Representatives of Shearman & Sterling then discussed with the Sonic board of directors the provisions affecting employees and directors of Sonic, including accelerated vesting of equity awards and treatment of outstanding incentive awards and Sonic’s cash incentive plans. Representatives of Shearman & Sterling reviewed various factors the Sonic board of directors might wish to consider in reaching a decision regarding the proposal made by Inspire and the status of the negotiations. The Sonic board of directors discussed the presentations and directed Shearman & Sterling to continue negotiating the merger agreement and directed Guggenheim Securities to present a counter to the bid of Inspire at $43.50 per share, with continuation of dividends, and certain other proposals regarding terms of the merger agreement. The Sonic board of directors, considering the advice of Guggenheim Securities, Shearman & Sterling and management of Sonic, determined that Sonic’s counter offer should not be made unless and until further progress was made on the merger agreement.

On September 20, 2018, representatives of Guggenheim Securities and Shearman & Sterling communicated to their respective counterparts on the Roark and Inspire teams the issues raised by the Inspire mark-up of the merger agreement. Later that day, Shearman & Sterling provided a revised draft merger agreement to White & Case reflecting those and other positions, and containing other revisions that regarded Inspire as a strategic buyer and not a financial sponsor.

On September 21, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. During the meeting, representatives of Guggenheim Securities and Shearman & Sterling discussed the status of negotiations with Inspire. At the meeting, representatives of Guggenheim Securities reviewed certain financial analyses with the Sonic board of directors. In addition, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and reviewed the then-current list of significant unresolved issues regarding the merger agreement. In addition, representatives of Shearman & Sterling discussed the impact of the transaction on various awards granted by Sonic, including on outstanding stock options and restricted stock units, and noted that Inspire required that the treatment of the targets under Sonic’s cash incentive plans would be negotiated between signing and closing of the merger. The Sonic board of directors discussed the presentations and directed Shearman & Sterling to continue negotiating the merger agreement and directed Guggenheim Securities to refrain from extending Sonic’s counteroffer until further progress was made on the merger agreement.

Later on September 21, 2018, White & Case provided a revised draft merger agreement to Shearman & Sterling, following which such parties had a telephone call for purposes of negotiating the terms of the draft merger agreement. During this conversation, representatives of Shearman & Sterling requested that Inspire either increase the limit on damages from its earlier proposal of 5.4% of the equity value of the transaction (or

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approximately $84 million based on a price of $42.75 per share) or instead include a reverse break-up fee of an amount equivalent to its proposed damages limit.

On September 22, 2018, management of Sonic and representatives of Guggenheim Securities and Shearman & Sterling reviewed the status of negotiations and concluded that, given the sufficient progress that had been made, it was an appropriate time to communicate to Inspire a counterproposal of $43.50 per share with Sonic continuing to have the ability to pay dividends. Following this discussion, representatives of Guggenheim Securities communicated the counterproposal to Inspire.

On September 23, 2018, Inspire orally provided an updated bid at $43.50 per share but required that Sonic would not be able to pay dividends after entering into the merger agreement. During the course of the day, representatives of Guggenheim Securities, representatives of Roark and Inspire, representatives of White & Case and representatives of Shearman & Sterling conducted separate conference calls for purposes of finalizing the terms of the merger agreement. On September 23, 2018, Inspire and Sonic entered into a confidentiality agreement related to Inspire’s provision of confidential information to Sonic, including in particular Inspire’s pro forma last twelve months ended July 1, 2018 statement of operations and its unaudited balance sheet as of July 1, 2018.

On September 24, 2018, Shearman & Sterling and White & Case exchanged draft documentation to finalize the merger agreement to present it to the Sonic board of directors. Throughout the day, multiple conference calls were conducted among Inspire, Sonic and their respective representatives for purposes of negotiating the terms of the draft documentation and proposed acquisition of Sonic by Inspire. In addition, several drafts of the company disclosure schedule were exchanged between Shearman & Sterling and White & Case. Also on that date, representatives of Guggenheim Securities and Shearman & Sterling had a telephone call with representatives of Roark to investigate the legal and financial ability of the investors expected to execute and deliver the equity commitment letters relating to the merger. In addition, Inspire agreed that Sonic could directly specifically enforce the commitments provided by funds managed by Roark under the equity commitment letters, but stated that in the event that Sonic sought damages as a result of a breach of the merger agreement by Inspire, damages needed to be limited to an amount not to exceed approximately 6.5% of the equity value of the transaction (or approximately $103 million based on a price of $43.50 per share).

Later on September 24, 2018, the Sonic board of directors held a telephonic meeting. In attendance were members of management and representatives of Guggenheim Securities and Shearman & Sterling. Members of the Sonic board of directors had been provided with a set of meeting materials, including a summary of the terms and conditions of the merger agreement and a financial analysis prepared by representatives of Guggenheim Securities. During the meeting, representatives of Shearman & Sterling discussed the Sonic board of directors’ fiduciary duties in the context of a potential acquisition of Sonic and reviewed the terms of the proposed merger agreement and the resolution of certain key issues, including that Inspire agreed that Sonic could directly specifically enforce the commitments provided by funds managed by Roark under the equity commitment letters but such funds could not be sued for money damages, and also noted that in the event that Sonic sought money damages from Inspire as a result of a breach of the merger agreement by Inspire, such damages were limited to an amount not to exceed approximately 6.5% of the equity value of the transaction. In addition, representatives of Guggenheim Securities reviewed with the Sonic board of directors Guggenheim Securities’ financial analysis of the merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated September 24, 2018, to the Sonic board of directors to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to holders of shares of Sonic common stock (excluding holders of excluded shares and Roark and its affiliates and portfolio companies), as more fully described in the section entitled “The Merger (Proposal 1)—Opinion of Sonic’s Financial Advisor” beginning on page 47 of this proxy statement. Following further discussion, the Sonic board of directors unanimously (i) determined that the merger agreement and the transactions are in the best interests of Sonic and its stockholders, (ii) declared it advisable to enter into the merger agreement, (iii)

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authorized and approved the merger agreement and the consummation of the transactions, (iv) resolved to recommend that Sonic’s stockholders vote in favor of adoption of the merger agreement and (v) directed that the merger agreement be submitted to a vote of Sonic’s stockholders.

During the night of September 24, the parties finalized the terms of the merger agreement and associated disclosure schedule and the equity commitment letters, Inspire and Sonic executed and delivered the merger agreement and the Roark funds executed and delivered the equity commitment letters.

On the morning of September 25, 2018, before the open of trading on the Nasdaq, Sonic issued a press release announcing that it had entered into the merger agreement with Inspire under which Inspire would acquire Sonic for $43.50 per share in cash. On September 25, 2018, Sonic’s stock price closed at $43.46.

Recommendation of the Sonic Board of Directors and Reasons for the Merger

Recommendation of the Sonic Board of Directors

After considering the various factors described below, the Sonic board of directors unanimously (i) determined that the merger agreement and the transactions are in the best interests of Sonic and its stockholders, (ii) declared it advisable to enter into the merger agreement, (iii) authorized and approved the merger agreement and the consummation of the transactions, (iv) resolved to recommend that Sonic’s stockholders vote in favor of adoption of the merger agreement and (v) directed that the merger agreement be submitted to a vote of Sonic’s stockholders.

The Sonic board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Sonic’s named executive officers in connection with the merger and contemplated by the merger agreement and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Reasons for the Merger

In recommending that stockholders vote in favor of the proposal to adopt the merger agreement, the Sonic board of directors considered a number of factors, including, but not limited to, the following (not necessarily in order of relative importance):

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The Sonic board of directors also considered a number of uncertainties and risks concerning the merger, including the following:

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The foregoing discussion is not meant to be exhaustive but summarizes the material factors considered by the Sonic board of directors in its consideration of the merger. After considering these and other factors, the Sonic board of directors concluded that the potential benefits of the merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Sonic board of directors and the complexity of these factors, the Sonic board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Sonic board of directors applied his or her own personal business judgment to the strategic alternatives process and may have assigned different weights to different factors. Based upon the totality of the information presented to

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and considered by the Sonic board of directors, the Sonic board of directors unanimously approved the merger agreement and the consummation of the merger in accordance with the terms and subject to the conditions of the merger agreement and recommends that Sonic’s stockholders adopt the merger agreement.

Opinion of Sonic’s Financial Advisor

Overview

The Sonic board of directors retained Guggenheim Securities as its financial advisor in connection with (i) Sonic’s preparations for, evaluation of and response to any potential, proposed or actual stockholder activist campaign vis-à-vis Sonic and (ii) the potential sale of or another extraordinary corporate transaction involving Sonic. In selecting Guggenheim Securities as its financial advisor, the Sonic board of directors considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the franchise fast food restaurant industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the September 24, 2018 meeting of the Sonic board of directors, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Sonic board of directors to the effect that, as of September 24, 2018 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration to be received in connection with the merger was fair, from a financial point of view, to holders of shares of Sonic common stock (excluding holders of excluded shares and Roark and its affiliates and portfolio companies).

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

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In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

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Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

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Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Sonic board of directors in connection with Guggenheim Securities’ rendering of its opinion.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view, create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

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Certain Definitions

Throughout this “Summary of Financial Analyses,” the following financial terms are used in connection with Guggenheim Securities’ various financial analyses:

Recap of Implied Merger Financial Metrics

Based on the merger consideration of $43.50 per share in cash, Guggenheim Securities calculated various implied merger-related premia and multiples as outlined in the table below:

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Change-of-Control Financial Analyses

Recap of Change-of-Control Financial Analyses. In evaluating Sonic in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere in this section of this proxy statement, including a discounted cash flow analysis, a selected precedent merger and acquisition transactions analysis and selected publicly traded companies analyses. For informational reference purposes, Guggenheim Securities also reviewed the historical trading price range for shares of Sonic common stock and Wall Street equity research analysts’ price targets for shares of Sonic common stock.

Discounted Cash Flow Analysis. Guggenheim Securities performed a discounted cash flow analysis of Sonic based on projected after-tax unlevered free cash flows (after deduction of stock-based compensation) for Sonic and an estimate of its terminal/continuing value at the end of the projection horizon.

In performing its discounted cash flow analyses with respect to Sonic:

Guggenheim Securities’ discounted cash flow analysis resulted in an overall reference range of $27.00 – $45.50 per share for purposes of evaluating shares of Sonic common stock on an intrinsic-value basis.

Selected Precedent Merger and Acquisition Transactions Analysis. Guggenheim Securities reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions that

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Guggenheim Securities deemed relevant for purposes of this analysis. For purposes of this analysis, Guggenheim Securities reviewed transactions involving a corporate or strategic acquirer, which we refer to as “Corporate,” transactions involving a financial sponsor, which we refer to as “Sponsor,” and transactions in which Joh. A. Benckiser SE was the acquirer, which we refer to as “JAB.” For the selected precedent merger and acquisition transactions, Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:

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In performing its selected precedent merger and acquisition transactions analysis with respect to Sonic, Guggenheim Securities selected a reference range of transaction multiples for purposes of evaluating Sonic on a change-of-control basis using a transaction enterprise value / LTM EBITDA multiple range of 11.0x – 15.0x based on Sonic management’s projections for fiscal year 2018.

Guggenheim Securities’ selected precedent merger and acquisition transactions analysis resulted in an overall reference range of $26.75 – $42.50 per share for purposes of evaluating shares of Sonic common stock on a change-of-control basis.

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Selected Publicly Traded Companies Analyses. Guggenheim Securities reviewed and analyzed Sonic’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis. For purposes of this analysis, Guggenheim Securities divided these companies into those with an enterprise value greater than $5 billion and those with an enterprise value below $5 billion. Guggenheim Securities calculated, among other things, the public market trading multiples for Sonic and the selected publicly traded companies (based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:

In performing its selected publicly traded companies analyses with respect to Sonic, for purposes of evaluating shares of Sonic common stock on a public market trading basis, Guggenheim Securities selected reference ranges of trading multiples for purposes of evaluating Sonic on a public market trading basis as follows: (i) trading enterprise value / forward EBITDA multiple range of 12.0x – 15.0x based on 2018E, resulting in a reference range of $30.75 to $42.50; (ii) trading enterprise value / forward EBITDA multiple range of 11.5x – 14.5x based on 2019E, resulting in a reference range of $30.75 to $43.25; (iii) trading price / forward EPS multiple range of 21.0x – 27.0x based on 2018E, resulting in a reference range of $31.25 to $40.25; and (iv) trading price / forward EPS multiple range of 18.0x – 25.0x based on 2019E, resulting in a reference range of $30.00 to $41.75.

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Other Financial Reviews and Analyses Solely for Informational Reference Purposes

In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Sonic Stock Price Trading History. Guggenheim Securities reviewed Sonic’s stock price trading history over various timeframes and observed that from September 22, 2017 through September 21, 2018 (the last practicable trading day prior to Sonic’s board meeting to consider and approve the merger), shares of Sonic common stock had traded in a range of approximately $23.25 – $39.75 per share. Among other things, Guggenheim Securities noted that the transaction price of $43.50 exceeded the all-time high price for shares of Sonic common stock of $39.75 and exceeded the closing price of $35.92 on September 21, 2018.

Sonic Wall Street Equity Research Analyst Stock Price Targets. Guggenheim Securities reviewed selected Wall Street equity research analyst stock price targets for Sonic as published prior to September 21, 2018 (the last practicable trading day prior to Sonic’s board meeting to consider and approve the merger). Guggenheim Securities noted that such Wall Street equity research analyst stock price targets for shares of Sonic common stock were $27.00 – $43.00 per share. Using a discount rate of 11.0% (which reflected the midpoint of Guggenheim Securities’ estimate of Sonic’s cost of equity), Guggenheim Securities discounted back such Wall Street equity research analysts’ stock price targets to arrive at present values of such Wall Street equity research analyst stock price targets for shares of Sonic common stock of $24.25 – $38.75 per share.

Other Considerations

Except as described in the summary above, Sonic did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the merger were determined through negotiations between Sonic and Inspire and were approved by the Sonic board of directors. The decision to enter into the merger agreement was solely that of the Sonic board of directors. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the Sonic board of directors. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the Sonic board of directors with respect to the fairness, from a financial point of view, to holders of shares of Sonic common stock of the merger consideration to be received pursuant to the merger.

Pursuant to the terms of Guggenheim Securities’ engagement, Sonic has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the aggregate consideration of the merger) upon consummation of the merger, which cash transaction fee currently is estimated to be approximately $29 million. In connection with Guggenheim Securities’ engagement, Sonic has previously paid Guggenheim Securities a cash milestone fee of $3,000,000 that became payable upon delivery of Guggenheim Securities’ opinion, which will be credited against the foregoing cash transaction fee. In addition, Sonic has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

Guggenheim Securities during the past two (2) years has previously been engaged by Sonic to provide certain investment banking services in connection with matters unrelated to the merger, for which Guggenheim Securities has received customary fees. Specifically during the two (2) years prior to the date of its opinion, Guggenheim Securities acted as sole structuring advisor and sole book running manager in connection with Sonic’s February 2018 asset-backed financing and, in November 2016, as an agent in connection with Sonic’s share repurchase program, for which Guggenheim received fees aggregating approximately $2,600,000. In addition, Guggenheim Securities regularly calls on, and has performed work for, Roark and certain of its portfolio companies with respect to matters unrelated to the merger. However, during the two (2) years prior to the date of its opinion, Guggenheim Securities had not been engaged to provide financial advisory or investment

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banking services to Roark or any of its portfolio companies (including Inspire) for which Guggenheim Securities received or expects to receive fees. Guggenheim Securities may seek to provide Sonic, Inspire, Roark and their respective affiliates or portfolio companies with certain financial advisory and investment banking services unrelated to the merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of its and their customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to Sonic, Inspire, Roark, other participants in the merger and their respective affiliates, investment funds and portfolio companies for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to Sonic, Inspire, Roark, other participants in the merger and their respective affiliates, investment funds and portfolio companies. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in or other commercial relationships with Sonic, Inspire, Roark, other participants in the merger and their respective affiliates, investment funds and portfolio companies. As disclosed to the Sonic board of directors, a senior member of the Guggenheim Securities transaction team for the merger is also a Sonic franchisee.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Sonic, Inspire, Roark, other participants in the merger and their respective affiliates, investment funds and portfolio companies and the merger that differ from the views of Guggenheim Securities’ investment banking personnel.

Projected Financial Information

Sonic does not, on a routine basis, publicly disclose long-term projections as to future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though Sonic has in the past provided investors with full-year financial guidance that covered areas such as net sales, adjusted EBITDA, and adjusted earnings per share, among other items, which it may update from time to time during the relevant year. However, in connection with the evaluation of the proposed merger, in May 2018, Sonic provided its board of directors and its financial advisors with, and included in the confidential information materials provided to certain potential acquirers of Sonic, certain non-public, unaudited prospective financial information prepared by Sonic’s senior management for the fiscal years 2018 – 2023, which we refer to as the “preliminary projections.” On or about September 20, 2018, Sonic provided updated financial projections prepared by Sonic’s senior management, which we refer to as the “updated projections” and which, together with the preliminary projections, we refer to as the “projections,” to its board of directors and to Guggenheim Securities for its use and reliance in connection with its financial analyses and opinion described in the section entitled “Opinion of Sonic’s Financial Advisor.” The updated projections reflected actual results and their effects on the projected periods.

The projections were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available as described above. The projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (which we refer to as “GAAP”) the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this document has been

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prepared by, and is the responsibility of, Sonic’s management, and is subjective in many respects. Furthermore, our independent auditors have not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, assume no responsibility for, and express no opinion on, them.

Although summaries of each of the preliminary projections and the updated projections are presented with numerical specificity, the projections reflect numerous assumptions and estimates as to future events made by Sonic’s senior management, which it believes were reasonable at the time the preliminary projections and the updated projections, respectively, were prepared, taking into account the relevant information available to management at such time. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results. Important factors may affect actual results and cause the forecasts not to be achieved. These factors include general economic conditions, accuracy of certain accounting assumptions, timing of business investments by Sonic and its franchisees, changes in actual or projected cash flows, competitive pressures, changes in tax or other laws or regulations, and the other factors described in the section entitled “Forward-Looking Statements” beginning on page 22 of this proxy statement. In addition, the projections do not take into account any circumstances or events occurring after the date that the preliminary projections and the updated projections, respectively, were prepared and do not give effect to the merger. As a result, there can be no assurance that the updated projections will be realized, and actual results may be materially better or worse than those contained in the updated projections. The inclusion of this information should not be regarded as an indication that the Sonic board of directors, Sonic’s senior management team, Guggenheim Securities, Inspire or any other recipient of this information considered, or now considers, the projections to be material information of Sonic, or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the preliminary projections and of the updated projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the merger agreement or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of Sonic common stock.

The projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Sonic contained in Sonic’s public filings with the SEC. The projections were reviewed by Sonic’s senior management with, and considered by, the Sonic board of directors in connection with its evaluation and approval of the merger.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility to update or otherwise revise the forecasts to reflect circumstances existing after the date when we prepared the projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the projections are shown to be in error. We can give no assurance that, had our projections been prepared either as of the date of the merger agreement or as of the date of this proxy statement, similar estimates and assumptions would be used. Neither Sonic nor any of its affiliates, directors, officers, advisors or other representatives has made or makes any representation to any of our stockholders or any other person regarding the ultimate performance of Sonic compared to the information contained in our projections or that our projections will be achieved.

In light of the foregoing factors and the uncertainties inherent in the projections and considering that the special meeting will be held several months after the preliminary projections and the updated projections, respectively, were prepared, stockholders are cautioned not to rely on the projections included in this proxy statement.

Certain of the measures included in the projections may be considered non-GAAP financial measures, as noted below. These non-GAAP financial measures are useful to investors and management in understanding current profitability levels and liquidity that may serve as a basis for evaluating future performance and facilitating comparability of results. In addition, certain non-GAAP financial measures are a component of Sonic’s annual and long-term employee incentive plans. Non-GAAP financial measures should not be considered in isolation

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from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Sonic may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures used in the forecasts were relied upon by Guggenheim Securities for purposes of its financial analyses and opinion and by the Sonic board of directors in connection with its consideration of the merger. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Guggenheim Securities for purposes of its financial analyses and opinion or by the board of directors in connection with its consideration of the merger.

Preliminary Projections

Updated Projections

Interests of Sonic’s Directors and Executive Officers in the Merger

In considering the recommendation by the Sonic board of directors that stockholders vote to adopt the merger agreement, stockholders should be aware that the directors and executive officers of Sonic have certain interests in the transaction that may be different from, or in addition to, the interests of Sonic stockholders generally. The members of the Sonic board of directors were aware of these interests and considered the interests of other directors, among other things, in evaluating the merger agreement and the transaction and in recommending that Sonic stockholders adopt the merger agreement.

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Treatment of Sonic’s Equity Awards

Treatment of Sonic Stock Options

At the effective time, each then-outstanding Sonic stock option, whether or not vested or unvested, will become fully vested and exercisable and will be cancelled and each holder thereof will receive from the surviving corporation an amount in cash equal to the product of the excess, if any, of $43.50 over the per share exercise price of such Sonic stock option, multiplied by the aggregate number of shares issuable upon exercise of such Sonic stock option, subject to any applicable tax withholding.

The following table shows, as of November 1, 2018, with respect to Sonic’s directors, named executive officers (as identified in Sonic’s proxy statement on Schedule 14A filed with the SEC on December 18, 2017) and each other executive officer who served as an executive officer of Sonic at any point in time on or following September 1, 2017, (1) the number of shares of Sonic common stock underlying each vested Sonic stock option, (2) the expected value of vested Sonic stock options as of the effective time, (3) the number of shares of Sonic common stock underlying each unvested Sonic stock option (4) the expected value of unvested Sonic stock options as of the effective time and (5) the total expected value of outstanding Sonic stock options. The following table assumes a stock price of $43.50 per share.

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Treatment of Restricted Stock Units

At the effective time, each restricted stock unit subject to time-based restrictions (which we refer to as “restricted stock units”) granted under the Sonic Corp. 2006 Long-Term Incentive Plan, as amended and restated effective January 16, 2014, and outstanding as of immediately prior to the effective time will become fully vested as of the effective time and will be cancelled and converted into a right to receive an amount in cash equal to the product of $43.50 and the aggregate number of shares subject to such restricted stock unit, subject to all applicable tax withholding.

The following table shows, as of November 1, 2018, with respect to Sonic’s directors, named executive officers (as identified in Sonic’s proxy statement on Schedule 14A filed with the SEC on December 18, 2017) and each other executive officer who served as an executive officer of Sonic at any point in time on or following September 1, 2017: (1) the number of shares of Sonic common stock underlying each restricted stock unit and (2) the expected value of each such restricted stock unit as of the effective time. The following table assumes a stock price of $43.50 per share.

Quantification of Equity Compensation Awards

See the section entitled “Advisory Vote on Specified Compensation (Proposal 2)” beginning on page 97 of this proxy statement for information regarding unvested equity compensation awards for the named executive officers in accordance with Item 402(t) of the SEC’s Regulation S-K based on the assumptions described in such section, including the assumption that the effective time occurs on February 25, 2019, and that the price per share of Sonic common stock is equal to $43.50.

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Nonqualified Deferred Compensation Plan

Pursuant to the Sonic Corp. Nonqualified Deferred Compensation Plan, as amended and restated effective April 10, 2013 (which we refer to as the “NQDC plan”), upon a change in control of Sonic, each participant in the NQDC plan will receive, instead of receiving payments in accordance with the payment schedule that the participant has elected to apply to a termination of employment not in connection with a change in control, a single lump sum payment of his or her account within thirty (30) days of the change in control regardless of whether the participant experiences a termination of employment. For purposes of the NQDC plan, the merger will constitute a change in control.

The following table shows, as of November 1, 2018, with respect to Sonic’s named executive officers (as identified in Sonic’s proxy statement on Schedule 14A filed with the SEC on December 18, 2017) and each other executive officer who served as an executive officer of Sonic at any point in time on or following September 1, 2017, the estimated amounts that each executive officer would be eligible to receive in connection with the merger pursuant to the NQDC plan.

Cash Incentives

Pursuant to Sonic’s Senior Executive Cash Incentive Plan, as amended and restated as of January 19, 2017 and Sonic’s Employee Cash Incentive Plan, effective as of January 6, 2011 (which, together, we refer to as the “Cash Incentive Plans”), in the event a participant’s employment is actually or constructively terminated within the 365-day period following a change in control, Sonic will pay to such participant a short-term cash bonus and long-term cash bonuses with respect to performance periods for the year in which the termination of employment occurs as if the performance goals for the affected performance periods had been achieved at 100%, in each case prorated based on the number of months each participant was employed during the performance period through the date of termination.

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The following table shows, as of November 1, 2018, with respect to Sonic’s named executive officers (as identified in Sonic’s proxy statement on Schedule 14A filed with the SEC on December 18, 2017) and each other executive officer of Sonic who served as an executive officer of Sonic at any point in time on or following September 1, 2017, the value of the prorated cash incentive bonuses that would be payable assuming an actual or constructive termination of employment by Sonic upon the closing of a merger that occurs on November 1, 2018.

See the section entitled “The Merger Agreement—Other Covenants and Agreements” beginning on page 82 of this proxy statement for adjustments to be made to outstanding awards under the Cash Incentive Plans.

Employment Agreements

Executive Officer Employment Agreements

Sonic is party to an employment agreement with each of its executive officers other than Ms. Britten. Each of these employment agreements provides for a one-year term, other than Mr. Hudson’s agreement, which provides for a two (2)-year term. Each employment agreement provides for an automatic one-year extension of the term unless either Sonic or the employee gives a contrary written notice to the other not later than the annual anniversary date of the employment agreement.

Pursuant to each employment agreement, the executive officers have agreed to restrictions on the use of confidential information and, for a period of six (6) months following any termination of employment, not to compete with Sonic. In addition, all executive officers other than Mr. Hudson have agreed not to disparage Sonic following termination of employment and, for a period of six (6) months following termination of employment, have agreed not to solicit Sonic’s employees, franchisees and vendors.

Each employment agreement also provides for severance payments based upon a multiple of base salary (which we refer to as the “base salary multiple”) for certain termination of employment events (which we refer to as “covered terminations”). In the event a termination of employment does not occur within the twelve (12)-month period following a change in control transaction, a covered termination will mean a termination by Sonic without “cause” or non-renewal of the employment agreement by Sonic. In the event a termination of employment occurs within the twelve (12)-month period following a change in control transaction, a covered termination will mean a termination by Sonic without “cause,” non-renewal of the employment agreement by Sonic or a resignation by the employee for “good reason.” Severance payments made in connection with a change in control transaction will be paid in a lump sum no later than the fifteenth (15) day following the third (3) month following the later of the end of Sonic’s tax year or the employee’s tax year in which occurs the termination of such employee’s employment. Severance payments made other than in connection with a change in control transaction will be in equal semi-monthly installments.

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Under each employment agreement, “cause” means generally (i) the willful and intentional failure by the employee to substantially or satisfactorily perform his or her duties under the employment agreement, (ii) commission of an act that is either illegal or not in the ordinary course of the employee’s responsibilities that exposes Sonic to a significant level of undue liability, (iii) a material breach of the employment agreement, (iv) a conviction or plea of nolo contendere to any felony or any other crime involving dishonesty or moral turpitude, (v) employee’s engagement in an act of dishonesty, violence or threat of violence, (vi) employee’s material breach of a written policy of Sonic or the rules of any governmental or regulatory body applicable to Sonic or (vii) any other willful misconduct by the employee that is materially injurious to the financial condition or business reputation of Sonic or any of its subsidiaries or affiliates. Following a change in control, no employee will be terminated for cause unless such action is ratified by a majority of the Sonic board of directors within thirty (30) days of such termination of employment (after reasonable notice to the employee and an opportunity for the employee to be heard by the board of directors).

Under each employment agreement, “good reason” means generally (i) assignment to employee of duties materially inconsistent with the employee’s position, office, duties, responsibilities and status immediately prior to the change in control, (ii) a material reduction in salary, (iii) failure of Sonic to provide employee with substantially the same employee fringe benefits (or a package of fringe benefits that is substantially comparable in all material respects) as those provided to the employee immediately prior to the change in control, (iv) employee’s relocation to any place more than fifty (50) miles from the location to which employee provided services prior to the change in control, (v) any material failure by Sonic to comply with any provision of the employment agreement or (vi) the failure of a successor to Sonic to assume the obligations of the employment agreement. No termination for good reason will be effective unless Sonic fails to cure the act or omission giving rise to good reason within thirty (30) days of receiving notice of such act or omission.

The following table shows, as of November 1, 2018, with respect to Sonic’s named executive officers (as identified in Sonic’s proxy statement on Schedule 14A filed with the SEC on December 18, 2017) and each other executive officer who served as an executive officer of Sonic at any point in time on or following September 1, 2017, the base salary multiple and the value of the severance that would be payable pursuant to the employment agreements, assuming a covered termination within twelve (12) months of the closing of a merger that occurs on November 1, 2018.

(1) As of January 31, 2019, Mr. Dueñas’s multiple within 12 months of a transaction will be 2.

Pursuant to the terms of each employment agreement, no employee is entitled to receive any tax gross-up for any excise tax imposed upon him or her under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). In the event that any payments or benefits paid or payable to an

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employee pursuant to an employment agreement or any other plan, program or arrangement maintained by Sonic would constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits would be reduced to the largest amount as will result in no portion of the payments and benefits being subject to the excise tax imposed by Section 4999 of the Code.

Amended and Restated Sonic Corp. Executive Severance Plan

Ms. Britten is a participant in Sonic’s Amended and Restated Sonic Corp. Executive Severance Plan (which we refer to as the “severance plan”). The severance plan provides that Ms. Britten will be entitled to a severance payment based upon the base salary multiple in the event of a covered termination. In the event a termination of employment does not occur within the twelve (12)-month period following a change in control transaction, a covered termination will mean a termination by Sonic without “cause.” In the event a termination of employment occurs within the twelve (12)-month period following a change in control transaction, a covered termination will mean a termination by Sonic without “cause,” or a resignation by the employee for “good reason.” Severance payments made in connection with a change in control transaction will be paid in a lump sum no later than the fifteenth (15) day following the third (3) month following the later of the end of Sonic’s tax year or the employee’s tax year in which occurs the termination of such employee’s employment. Severance payments made other than in connection with a change in control transaction will be in equal semi-monthly installments.