Sonic Corp. (SONIC Drive-In) acquired by Inspire Brands, Inc.

Basis

• Reported transaction value is approximately $2.3 billion including assumed Sonic debt; it is treated as estimated whole-company enterprise value, not as aggregate cash consideration. The agreement provided $43.50 per share in cash. FY2018 total corporate revenue of $423.590 million is for the fiscal year ended August 31, 2018. FY2018 EBITDA of $144.8 million is reported by Sonic; its basis is not specified in that statement. The proxy separately reports 15.3x EV/EBITDA based on FY2018E Sonic management estimates; this forecast multiple is not calculated from the reported actual EBITDA. Derived EV/revenue is approximately 5.43x. Systemwide sales are excluded from company revenue. EV/revenue derived: approximately $2.3 billion divided by $423.590 million = approximately 5.43x. The 15.3x EV/EBITDA is reported for FY2018E Sonic management estimates, not derived from actual FY2018 EBITDA. Actual FY2018 revenue from Sonic Form 10-K; reported FY2018 EBITDA from the earnings release; proxy-reported 15.3x multiple refers to FY2018E management estimates.