SONIC CORP

election_required = True...ll purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described...

expiry = 2006-09-22...sociated Rights to Purchase Series A Junior Preferred Stock) At a Purchase Price of Not Greater Than $22.00 Nor Less Than $19.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Sonic Corp., a Delaware corporation (“Sonic,” the “Company,” “we” or “us”), invites its stockholders to tender up to 25,454,545 shares of its common stock, $0.01 par value per share, including the asso...

expiry = 2006-09-22...to Purchase and the Amended Letter of Transmittal, each as amended and as each may be further amended or supplemented from time to time, constitute the tender offer. The tender offer was scheduled to expire at 5:00 p.m. Eastern time, on September 22, 2006. We have extended the expiration of the tender offer to 12:00 midnight, Eastern time on Friday, October 6, 2006. We have also decreased the number of shares we are seeking to up to 24,347,826 shares of common stock and increased the price...

listed = True...able legal requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS, INCLUDING THE RECEIPT OF FINANCING. SEE SECTION 7. The shares are listed and traded on The Nasdaq National Market (the “Nasdaq”) under the trading symbol “SONC”. On August 11, 2006, the last full trading day before the announcement of the tender offer, the last reported sale price of the shares on the Nasdaq was $19.73 per share. We urge you to obtain current market quotations for the shares before deciding whether to participate in the tender offer. See Section...

listed = True...tion 1 of the Original Offer to Purchase. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF THE ORIGINAL OFFER TO PURCHASE. The shares are listed and traded on The Nasdaq National Market (the “Nasdaq”) under the trading symbol “SONC”. On September 22, 2006, the last full trading day before the announcement of the extension and increase in purchase price of the tender offer, the last reported sale price of the shares on the Nasdaq was $21.96 per share. We urge you to obtain current market quotations for the shares before deciding whet...

mechanism = DUTCH...ssion. Who is offering to purchase my shares? Sonic Corp. is offering to purchase up to 25,454,545 shares of our outstanding common stock. What will the purchase price for the shares be? We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $19.50 to $22.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by...

mechanism = DUTCH...WILL NOW EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FRIDAY, OCTOBER 6, 2006, UNLESS THE TENDER OFFER IS FURTHER EXTENDED. On August 15, 2006 Sonic Corp., a Delaware corporation (“Sonic,” the “Company,” “we” or “us”), distributed documentation relating to its modified “Dutch Auction” tender offer, inviting its stockholders to tender up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as successor Rights Agent, for purchas...

must_tender_all = True...ic Corp. Savings and Profit Sharing Plan,” as applicable, sent to them separately. See Section 4. In what order will you purchase the tendered shares? We will purchase shares: • first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us and do not prope...

price = USD 19.5-22.0...fied “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $19.50 to $22.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 25,454,545 shares, or, if a lesser number o...

price = USD 19.5-23.0...fied “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $19.50 to $23.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 24,347,826 shares, or, if a lesser number o...

threshold = 100...the shares conditionally tendered will be purchased even though those shares were tendered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price selected by us by any person who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the odd lot preference, an odd lot holder must tender all shares owned in accordance with the 11 procedures described in Section 3. Odd lots will be accepted for payment before any proration of t...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Exhibit (a)(1)(i) Offer to Purchase for Cash by SONIC CORP. of Up to 25,454,545 Shares of its Common Stock (including the Associated Rights to Purchase Series A Junior Preferred Stock) At a Purchase Price of Not Greater Than $22.00 Nor Less Than $19.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGH...

txn_type = TENDER_OFFEREX-99.(A)(1)(XIII) 2 dex99a1xiii.htm SUPPLEMENT TO THE OFFER TO PURCHASE Supplement to the Offer to Purchase Exhibit (a)(1)(xiii) Supplement to the Offer to Purchase for Cash dated August 15, 2006 by SONIC CORP. of To Decrease the Number of Shares Sought to up to 24,347,826 Shares of its Common Stock (including the Associated Rights to Purchase Series A Junior Preferred Stock) and To Increase the Purchase Pri...