Dine Brands Board Rejects $39-A-Share Cash Bid In Under A Week, Bidders Say
Cobblers Cove and Arkhouse want talks after the Applebee's and IHOP owner reports earnings on November 4.
Dine Brands' board turned down a $39.00-a-share cash offer from Cobblers Cove Capital and Arkhouse Management, the two firms disclosed Monday in a Schedule 13D, an activist ownership filing. The bidders say the board never engaged with them and want to talk once the company reports third-quarter earnings on November 4.
A 25.4% premium, with room to go higher
The two firms delivered their non-binding proposal on October 26. Their proposal letter says the price is a 32.8% premium to the 30-day volume-weighted average price of $29.37 and 25.4% above the $31.10 close on October 23.
The bidders wrote that access to management and confirmatory due diligence could let them find additional value to support a higher price. They estimated four to six weeks to finish diligence and said they could sign a definitive agreement within six to eight weeks of getting access. The offer carries no financing condition, with funding planned from equity plus whole business securitization debt.
Dine Brands CEO John Peyton replied on October 29. In the response letter, he said the board determined the deal would not be in the best interests of the company and its stockholders, and declined to proceed.
The bidders push back
In a November 2 letter, Matthew Perkal of Cobblers Cove and Gavriel Kahane of Arkhouse said they were disappointed the board "rejected our proposal without engaging with us." They said they understood the company noticed the proposal only on the afternoon of October 28, less than 24 hours before Peyton communicated the decision.
They also wrote that franchisees representing a meaningful portion of the company's units told them investment and support are inadequate, and said they would be prepared to increase franchisee support. Once earnings are out on November 4, they said, they would welcome a discussion of the proposal and the access they would need to potentially raise the price.
Stakes held by the bidders
Dine Brands owns and franchises IHOP, Applebee's Neighborhood Grill + Bar and Fuzzy's Taco Shop. Its 3,509 restaurants were mostly run by independent franchisees as of December 28, 2025, according to its annual report. Its market value was about $450 million.
The Perkal group reports 171,527 shares, about 1.4% of the class, held through two trusts he advises and a joint account with his wife. Arkhouse separately reported 546,700 shares. The two firms signed a non-binding exclusivity term sheet on October 26 covering a joint take-private, and the filing says that together the holdings would equal about 5.7% of shares outstanding. Each side disclaims the other's shares.
Dine Brands adopted a poison pill, a plan letting shareholders buy discounted shares if an investor builds a large stake without board approval, after reports of the approach. The company said the plan responded to reports of heavy open-market buying of its stock and derivatives.
The next date that matters is November 4, when Dine Brands reports third-quarter results and the bidders say they want to talk.
Sources
- SCHEDULE 13D — Matthew Perkal re: Dine Brands Global, Inc. (DIN) — SEC EDGAR
- SCHEDULE 13D Exhibit 99.1 — EXHIBIT 99.1 — SEC EDGAR
- SCHEDULE 13D Exhibit 99.2 — EXHIBIT 99.2 — SEC EDGAR
- SCHEDULE 13D Exhibit 99.3 — EXHIBIT 99.3 — SEC EDGAR
- SCHEDULE 13D Exhibit 99.4 — EXHIBIT 99.4 — SEC EDGAR
- SCHEDULE 13D Exhibit 99.5 — EXHIBIT 99.5 — SEC EDGAR
- Applebee's Owner Dine Brands Adopts Poison Pill Following Reported Takeover Offer — MarketWatch
- Dine Brands Global swallows a poison pill — nrn.com
- Dine Brands adopts shareholder rights plan amid report of takeover offer — seekingalpha.com
- Dine Brands (DIN) Moves 8.3% Higher: Will This Strength Last? — Yahoo Finance
- Dine Brands soars on report of takeover bid from Cobblers, Arkhouse (DIN:NYSE) | Seeking Alpha — seekingalpha.com
