First version, public documents only · Michael Fairweather · November 2026 · Interactive version: the console
Deal. TriArtisan, Treville and Yadav acquired Denny's (1,568 restaurants, 95% franchised) by reverse triangular merger at US$6.25 a share. Merger agreement 3 Nov 2025; completed 16 Jan 2026. Funding: up to US$220m equity, US$335m new debt, and a sale/leaseback of owned sites (about US$145.5m at closing). Scope. Merger agreement, credit agreement and amendments, Keke's asset purchase agreement, the franchise agreement forms (public on Minnesota's franchise register) and SEC filings. Leases, signed franchise agreements and the disclosure schedules are not public; those items show the method, not findings.
| Document | Change of control / assignment | Consent for this deal | Clause |
|---|---|---|---|
| Credit agreement (Wells Fargo) | 35% of Parent's votes = Change of Control = Event of Default. No assignment without every lender. | Repaid at closing; payoff letters a closing deliverable | CA 1.01, 8.01(k), 10.06; MA 5.14 |
| Denny's franchise agreement form | Franchisor may assign freely; franchisee change of 25%+ is a deemed assignment. 20-year term, no renewal right. | None from franchisees | FA 17.1, 17.6, 3.1 |
| Keke's franchise agreement form | Franchisor may assign without franchisee consent | None | KFA 14.1 |
| Keke's APA (2022) | No change-of-control clause; same entities after the merger | None; surviving indemnity flagged | KK 11.7, 9.3; Am 1 |
| Franchisee subleases on owned sites | Needed for the sale/leaseback, not the merger | 49 amendments; 44 signed before signing | MA 5.17; proxy p 63 |
| Restaurant leases (189), development agreements, suppliers | Not public. Review for change-of-control and anti-assignment clauses. Consent costs fall on the buyer. | MA 3.4, 3.27, 5.5 | |
| Issue | Goes to |
|---|---|
| Funding relies on a sale/leaseback needing franchisee sublease amendments; no financing condition | CP Price |
| Uncapped, indefinite indemnity to Keke's founders, including their personal lease guaranties | W&I excl. Price |
| Lease consent costs fall on the buyer (189 leased sites) | Price CP |
| Franchisee concentration; agreements with no renewal right | Price |
| Franchise disputes, advertising funds, joint-employer claims | Indemnity W&I excl. |
| A buyer (Yadav) is a 70-restaurant franchisee | Clean team |
| Bank facility repaid at closing; swaps not addressed in public filings | CP |
Placement is for a private sale. In this public merger warranties end at closing (MA 8.3), so the buyer relied on price, conditions and covenants.
1 Load the data room into a Harvey Vault project (or the matter's SharePoint site for Copilot). 2 Run a Vault review table with fixed columns: change of control, assignment, termination, consent, clause, quote; an associate verifies every row against the clause. 3 Filter to a consents tracker and add the conditions; a senior associate reconciles it. 4 Prompt for price, condition, specific indemnity or W&I exclusion; the partner decides each one. 5 Draft into a standard report template.
Sources: SEC EDGAR, Denny's Corporation (CIK 852772): merger agreement (Ex 2.1, 8-K 4 Nov 2025), DEFM14A (1 Dec 2025), credit agreement as amended (Ex 10.1, 8-K 3 Nov 2025), Keke's APA (Ex 2.1, 8-K 3 May 2022) and amendment, 10-K FY2024, 8-Ks of 5, 13 and 16 Jan 2026; Minnesota CARDS franchise register, FDDs 35033-202511-07 and 35034-202511-10. Not legal advice.