TACO Del Taco Restaurants Inc

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[•], 2022

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Del Taco Restaurants, Inc. (which we refer to as “Del Taco” or the “Company”), to be held on [•], 2022, at 9:00 am Pacific Time, at 25521 Commercentre Drive, Lake Forest, California, 92630.

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 December 5, 2021 (which we refer to as the “merger agreement”), among Jack in the Box Inc. (which we refer to as “Parent”), Epic Merger Sub Inc. (which we refer to as “Merger Sub”), which is a direct wholly owned subsidiary of Parent, and Del Taco, pursuant to which Merger Sub will merge with and into Del Taco (which we refer to as the “merger”), and Del Taco will become a wholly owned subsidiary of Parent, (2) a non-binding advisory proposal to approve specified compensation that may be paid or become payable to Del Taco’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 $12.51 in cash, without interest and less applicable withholding taxes, for each share of Del Taco common stock you own (unless you have properly exercised your appraisal rights with respect to such shares).

The Del Taco 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 Del Taco and its stockholders, and declared it advisable to enter into the merger agreement and authorized and approved the execution, delivery and performance by Del Taco of the merger agreement and the consummation of the transactions contemplated by the merger agreement. The Del Taco 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 Del Taco’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 Del Taco 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 Del Taco 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 Del Taco common stock issued and outstanding on the record date 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 Del Taco common stock, please contact Okapi Partners LLC, our proxy solicitor, by calling 877-274-8654 toll-free.

Thank you for your support of Del Taco.

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 [•], 2022 and, together with the enclosed form of proxy card, is first being mailed to stockholders of record of Del Taco on or about [•], 2022.

 

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 [•], 2022 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 at 25521 Commercentre Drive, Lake Forest, California, 92630 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 Del Taco 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 Del Taco’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 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 Del Taco 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.

For a discussion of the factors that the Del Taco board of directors considered in determining to approve the execution and delivery of the merger agreement by Del Taco and to recommend the adoption of the merger agreement, please see the section entitled “The Merger (Proposal 1)—Recommendation of the Del Taco Board of Directors and Reasons for the Merger.” In addition, in considering the recommendation of the Del Taco 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 Del Taco stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1)—Interests of certain Del Taco Directors and Executive Officers in the Merger.”

On the record date, there were 36,397,054 shares of Del Taco common stock issued and outstanding.

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.

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.

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 Non-Binding Advisory Vote on Merger-Related Compensation Arrangements, 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.

issued and outstanding shares of Del Taco common stock, in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting. However, other than Messrs. Levy and Levy and Ms. Aptman’s obligations under the Voting Agreements, our directors and executive officers are under no obligation to do so.

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 Del Taco, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Del Taco 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.

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 Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement is a majority of the shares of Del Taco common stock, present in person or represented by proxy at the meeting and entitled to vote thereon, so long as a quorum is present at the special meeting. A quorum is a majority of the shares of Del Taco common stock issued and outstanding. An abstention from voting will have the same effect as a vote “AGAINST” such 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, 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 the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, 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.

The record date for stockholders entitled to vote at the special meeting is [•], 2022. If you transfer your shares of Del Taco 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.

evidenced by stock certificates for the merger consideration. If your shares of Del Taco 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.

Each Del Taco 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 48 of this proxy statement and to consult its tax advisor to determine the U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger in light of its particular circumstances and any consequences arising under any state, local or non U.S. tax laws or tax treaties.

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 Del Taco common stock are voted.

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Stockholders May Call Toll Free: 877-274-8654

Banks and Brokers May Call: 212-297-0720

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other

nominee for additional information.

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 Del Taco’s annual report on Form 10-K for the year ended December 29, 2020, under the heading “Risk Factors,” as updated from time to time by Del Taco’s quarterly reports on Form 10-Q and other documents of Del Taco on file or in this proxy statement filed with the SEC by Del Taco, and the following factors:

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 84 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.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Del Taco board of directors for use at the special meeting to be held on [•], 2022, at 9:00 am Pacific Time, at 25521 Commercentre Drive, Suite 200, Lake Forest, California 92630 or at any adjournment or postponement thereof.

Only individuals who were Del Taco stockholders as of the record date and their authorized representatives may attend the special meeting. Proof of ownership of Del Taco common stock (which may be the appearance of such stockholder’s name on Del Taco’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.

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 52 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 Del Taco’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 “Non-Binding Advisory Vote on Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 73 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 [•], 2022.

The holders of record of Del Taco common stock as of the close of business on [•], 2022, 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, 36,397,054 shares of Del Taco 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 Del Taco common stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum, permitting Del Taco 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 Del Taco 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.

Holders of Del Taco common stock are entitled to one vote on each proposal submitted to a vote at the special meeting for each share of Del Taco 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 36,397,054 shares of Del Taco common stock issued and outstanding.

For Del Taco to complete the merger, an affirmative vote by stockholders holding a majority of the shares of Del Taco 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 Del Taco 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 Del Taco’s named executive officers in connection with the merger and contemplated by the merger agreement requires the a majority of the votes cast by the stockholders present in person or represented by proxy at the 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 Del Taco’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 a majority of the votes cast by the stockholders present in person or represented by proxy at the 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.

In connection with the execution of the merger agreement, Messrs. Levy and Levy, and certain of their affiliated entities, and certain entities affiliated with Ms. Aptman, holding, in the aggregate, approximately 16% of the outstanding shares of Del Taco common stock, entered into the Voting Agreements with Parent pursuant to which they agreed, among other things, to vote their respective shares of Del Taco common stock in favor of the merger. We currently expect that Del Taco’s other directors and executive officers will vote their shares of Del Taco common stock, representing, as of the close of business on the record date, approximately 2% of the issued and outstanding shares of Del Taco common stock, in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting. However, other than Messrs. Levy and Levy and Ms. Aptman’s obligations under the Voting Agreements, our directors and executive officers are under no obligation to do so.

All holders of shares of Del Taco common stock as of the close of business on the record date, including stockholders of record and beneficial owners of Del Taco 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 Del Taco common stock (which may be the appearance of such stockholder’s name on Del Taco’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.

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.”

To ensure that your shares of Del Taco 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.

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 Del Taco 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 Del Taco 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 Del Taco’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.

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, broker or other nominee in order for your shares of Del Taco 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 Del Taco 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 Del Taco’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 Del Taco’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 Del Taco common stock held in street name, only shares of Del Taco common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote in favor of such proposal.

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 Del Taco, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Del Taco 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.

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 Del Taco common stock present or represented at the special 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 Del Taco’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.

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 Del Taco stockholder approval. In the event that a sufficient number of shares of Del Taco 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 Del Taco stockholder approval shall have been obtained, Del Taco 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 Del Taco 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 Del Taco 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.

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. Del Taco has engaged Okapi to assist in the solicitation of proxies for the special meeting. Del Taco estimates that it will pay Okapi a fee not to exceed $20,000, plus reimbursement of certain expenses. In addition, Del Taco may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Del Taco common stock for their expenses in forwarding solicitation material to such beneficial owners.

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 Del Taco Restaurants, Inc., 25521 Commercentre Drive, Suite 200, Lake Forest, California 92630. Such requests by street name holders should be made through their broker, bank or other nominee.

You should not return your stock certificate or send documents representing Del Taco 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 Del Taco common stock.

subsidiary of Parent. Following the consummation of the merger, Del Taco 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.

The following summarizes certain key events and contacts that led to the signing of the merger agreement. It does not purport to cover every event or all contacts among our board of directors, members of our management, or the Company’s representatives and other parties. Due to the COVID-19 pandemic, all board meetings described below were held via video conference.

As part of the Company’s ongoing strategic-planning process, with the goal of enhancing stockholder value, our board of directors and management regularly reviews and assesses, among other things, the Company’s long-term strategic goals and opportunities, potential strategic alternatives, business conditions, and the Company’s short- and long-term performance.

In May of 2021, following direction of our board, Mr. Cappasola contacted representatives of Piper and two other investment banking firms to obtain information regarding their views of potential strategic alternatives available to the Company and their interest to serve as a financial advisor to the Company. Our board evaluated information received from the investment banking firms in May and June of 2021. Based on Piper’s restaurant industry expertise, historical knowledge of the Company, and experience advising public companies, the Company subsequently engaged Piper to serve as its financial advisor on June 21, 2021.

On July 7, 2021, our board of directors, together with representatives of Piper and the Company’s legal counsel McDermott Will & Emery LLP (“McDermott”), as well as members of management, met and reviewed a presentation from Piper, including an update on then current M&A market conditions and a proposal for a plan to broadly market the Company to potential strategic and financial acquirors.

During July and August of 2021, representatives of Piper, at the direction of our board of directors, contacted 73 potential strategic and financial acquirors. Also, during this period, on August 11, 2021, representatives of Parent contacted representatives of Piper to request the opportunity to participate in the due diligence process as a prospective acquiror. Thirty-five potential acquirors, including Parent, executed confidentiality agreements with the Company, which included a standstill provision, and received a confidential information memorandum (“CIM”) describing the Company’s business and its 5-year plan. During this period, the Company conducted seven introductory meetings and multiple follow-up calls with certain of the potential acquirors that had executed confidentiality agreements, including Parent

On August 9, 2021, our board received an update from Piper on status of the transaction process.

On August 19, 2021, Piper sent initial bid instructions to the potential acquirors that had executed confidentiality agreements and remained engaged in the process, requesting interested parties submit initial indications of interest with their anticipated price range for the purchase of the Company’s fully diluted equity on or before September 13, 2021.

On August 25, 2021, our board of directors met and discussed the status of the transaction at its regularly scheduled meeting.

On or about September 13, 2021, the Company received six initial indications of interest from potential acquirors ranging from $10.00 to $14.00 per share, including a proposal from Parent with a price range of $12.00 to $12.50 per share. The initial indications of interest contemplated consideration either in the form of all cash or a combination of cash and stock.

On September 17, 2021, our board of directors met with representatives of Piper and McDermott and members of management to discuss the initial indications of interest and to review alternatives to a sale transaction. Our board determined to continue the potential sale process and directed Piper to arrange management presentations and provide additional diligence information, including access to an electronic data room, to the three potential acquirors that submitted initial indications of $11.00 per share or more, including Parent. Our board of directors also directed Piper to advise the three potential acquirors who submitted initial indications below $11.00 per share to submit revised bids that reflected a higher valuation or otherwise be excluded from the process.

On September 20, 2021, the Company received an initial indication from another potential acquiror, Party A, in the range of $10.50 to $13.00 per share.

On September 28, 2021, the Company received an initial indication from another potential acquiror in the range of $11.00 to $12.00 per share.

Piper subsequently scheduled management presentations for the five potential acquirors who submitted initial indications of $11.00 per share or more, including Parent and Party A. The three potential acquirors who submitted initial indications below $11.00 per share elected not to submit revised bids and therefore did not advance in the sale process.

In September and October of 2021, Piper and members of management conducted management presentations with five potential acquirors, including with representatives of Parent on October 5, 2021, and facilitated additional due diligence.

On October 4, 2021, our board of directors discussed the status of the transaction with McDermott and management at its regularly scheduled meeting.

On October 14, 2021, the Company issued its earnings release announcing results for its third fiscal quarter of 2021.

On October 22, 2021, our board of directors met together with management and representatives of Piper and McDermott. Piper provided an update on the sale process, including a timetable for the transaction process and generally updated the board on feedback received to date during the diligence process. Piper advised the board of directors that five management presentations had been conducted from September 29, 2021 to October 13, 2021 and these potential acquirors had been provided data room access on October 6, 2021. Piper advised the board of directors that Parent and Party A continued to conduct due diligence following each of their management presentations. Piper also informed the board of directors that the other three remaining potential acquirors had each indicated that their views of the Company’s valuation had changed following their management presentations to $11.00 per share or less, and that these potential acquirors had elected not to engage in further diligence. Although none of these three potential acquirors formally withdrew from the sale process, Piper advised the board of directors that it was unlikely that they would remain competitive as compared to Parent and Party A. McDermott reviewed a presentation previously provided to the board with regard to the directors’ fiduciary duties. Finally, McDermott reviewed and discussed terms of a draft merger agreement to be provided to interested parties in connection with the second round of bids.

Later that same day on October 22, 2021, at the direction of our board, Piper sent final bid instructions to the five potential acquirors, including Parent and Party A, requesting interested parties to submit comments to the draft merger agreement no later than November 10, 2021 and final offers no later than November 18, 2021. As directed by the board of directors and McDermott, Piper also posted the draft merger agreement to the data room for potential acquirors to review.

On November 1, 2021, our board of directors met together with management and representatives of McDermott to discuss various business conditions impacting the Company, including rising labor costs and shortages, COVID-19 impacts, supply shortages and rising food and paper costs and approved the Company’s updated 5-year plan that was subsequently posted to the data room.

On November 3, 2021, as directed by the board of directors and McDermott, Piper posted a draft of the disclosure schedules to the data room for potential acquirors to review.

On November 6, 2021, in advance of its final proposal, Parent submitted proposed revisions to the draft form of merger agreement together with a proposed form of voting agreement.

On November 8, 2021, McDermott and Gibson, Dunn & Crutcher LLP, counsel for Parent (“Gibson Dunn”), had a telephone call to discuss terms of the merger agreement proposed by Parent.

On November 10, 2021, in advance of its final proposal, Party A submitted proposed revisions to the draft form of merger agreement.

On November 12, 2021, McDermott and counsel for Party A had a telephone call to discuss terms of the merger agreement proposed by Party A.

On November 12, 2021, our board met with representatives of McDermott to discuss the legal terms of the merger agreement as proposed by Parent, including the material adverse effect definition, closing conditions, interim conduct provisions, match rights, termination rights, remedies for breach and the amount of the termination fee. Our board also discussed Parent’s request for voting agreements from certain of the Company’s principal stockholders. Prior to

the meeting, McDermott circulated a revised draft of the merger agreement to our board responsive to the draft proposed by Parent. Our board instructed McDermott to submit a revised draft of the merger agreement on the terms discussed, and to include a termination fee equal to 3.0% of equity value in response to Parent’s proposed 3.5% termination fee. Following the meeting, McDermott submitted a revised draft of the merger agreement to Gibson Dunn.

On November 12, 2021, Mr. Cappasola, together with a representative from Piper, met with the Chief Executive Officer of Parent to discuss high-level due diligence matters.

On November 14, 2021, Parent provided the Company with its financing commitment papers and related materials.

On November 15, 2021, the potential acquirors were made aware that the Company’s purported class action lawsuit involving wage and hour claims of California employees that had been previously filed against the Company and disclosed in the Company’s filings with the SEC had received class certification on November 12, 2021 (the “Pending Class Action”).

On November 16, 2021, our board met with representatives of McDermott and Piper to discuss the legal terms proposed by Party A. Prior to the meeting, McDermott circulated a revised draft of the merger agreement to our board responsive to the draft proposed by Party A. The board discussed the terms proposed by Party A, including the material adverse effect definition, the match right, the termination provisions, the termination fee and the reverse termination fee. The board also discussed Party A’s request for voting agreements from certain of the Company’s principal stockholders. The Board instructed McDermott to submit a revised draft of the merger agreement to Party A on the terms discussed. The board also reviewed and discussed the financing commitment papers provided by Parent with input from Piper and McDermott. Following the meeting, McDermott submitted a revised draft of the merger agreement to counsel for Party A. The revised draft included a termination fee equal to 3.0% of equity value and a reverse termination fee equal to 5.5% of equity value.

On November 17, 2021, the board conducted its regularly scheduled meeting and further discussed the status of the transaction as well as the Pending Class Action.

On November 17, 2021, Parent submitted a revised draft of the merger agreement. In the revised merger agreement, Parent proposed a requirement that certain key executives execute employment agreements as a condition to closing.

Later that same day on November 17, 2021, Parent verbally indicated to Piper that it intended to submit a final proposal of $11.85 per share but was still discussing the proposal internally.

Party A submitted a revised draft of the merger agreement, a draft voting agreement and draft equity commitment letter on November 18, 2021.

On November 18, 2021, Party A submitted a final proposal of $10.82 per share and Parent submitted a final proposal of $12.00 per share. Party A also provided a commitment letter for equity financing and a highly confident letter for debt financing but not a commitment. However, both parties noted that further diligence was required with respect to recent developments in the Pending Class Action.

On November 18, 2021, counsel for Parent and McDermott had a telephone call to discuss the potential impact of a restriction in an agreement to which Parent is subject.

On November 19, 2021, the board of directors met with representatives of Piper and McDermott and management. Representatives of McDermott discussed possible risks that could result from proceeding with a transaction with Parent as a result of the potential for breach of such agreement to which Parent is subject. McDermott noted that Parent was willing to indemnify the Company against monetary damages that the Company might incur as a result of any claim. Following these discussions, the Board and Piper reviewed materials prepared by Piper and previously provided to the board. Piper reviewed the current business and operating conditions relevant to the Company’s business with input from management. Piper also led a discussion on various alternatives to a sale transaction, including the Company continuing with its current business strategy as an independent public company, refranchising restaurants, stock repurchases and growth through acquisitions. Finally, Piper updated the board on status of each potential acquiror’s diligence efforts. McDermott then summarized principal legal terms relevant to, and compared the principal legal terms of, each party’s proposal. McDermott and the members of the board also discussed the directors’ fiduciary duty obligations. The board directed Piper to advise Party A that its final proposal was not

competitive in price and lacked committed financing. The board also instructed Piper to inform Parent that a closing condition related to employment agreements was not acceptable. It was agreed to that price negotiations with Parent would occur following additional due diligence with respect to the Pending Class Action.

Later that same day on November 19, 2021, Piper communicated to Party A that its bid was not competitive in price and lacked committed financing. In subsequent discussions, Party A verbally indicated it was prepared to increase its proposal to $11.50 per share.

On November 28, 2021, Party A submitted a revised final proposal of $12.30 per share together with a revised draft of the merger agreement, an executable debt commitment letter, a revised draft equity commitment letter and a proposed exclusivity agreement. Party A indicated that this proposal remained contingent on its completion of diligence regarding the Pending Class Action.

On November 29, 2021, Party A and Parent were each provided with additional information on the Pending Class Action.

Following diligence calls completed on November 30, 2021 regarding the Pending Class Action, Piper asked both Parent and Party A to confirm their diligence was complete and to resubmit final proposals.

On December 1, 2021, Party A submitted a revised final proposal of $12.12 per share together with a revised debt commitment letter and confirmed that it had completed its diligence review.

On December 2, 2021, Parent submitted a revised final proposal of $12.25 per share and confirmed that it had completed its diligence review. After further consultation with McDermott, Piper sought clarification from Parent on its proposal on the availability of monetary damages in the event Parent were to breach the merger agreement. Parent proposed a cap on damages equal to 3% of equity value. After consulting with McDermott, Piper informed Parent that this cap was not acceptable. Following further discussion with Piper, on December 3, 2021 on Parent proposed a reverse termination fee of 6%.

On the morning of December 3, 2021, the board of directors held a meeting together with representatives of Piper and McDermott and members of management. During the meeting, Piper set forth the financial terms of each proposal. McDermott updated the board of directors regarding the material open points on the merger agreement being negotiated with each of Parent and Party A. The board directed Piper to revert back to Party A and Parent to obtain best and final offers. With regard to Parent, the board also directed Piper to confirm that Parent would not require any employment agreements as a condition to closing and that the Pending Class Action would be excluded from consideration as a material adverse effect. With regard to Party A, the Board directed Piper to confirm that the Pending Class Action would be excluded from consideration as a material adverse effect. Each of Parent and Party A subsequently provided such confirmations.

On December 3, 2021 Parent proposed a final price of $12.51 per share and Party A proposed a final price of $12.35 per share. Each party confirmed the acceptance of the merger terms as requested by the board and that it could complete negotiation of the merger agreement by December 6, 2021. Both parties confirmed that this was their best and final offer and neither party was willing to move higher in price.

In the afternoon of December 3, 2021, the board met for the second time with management and representatives of Piper and McDermott to evaluate both proposals. At this meeting, given the higher price proposal by Parent and comparable merger agreement terms being proposed by the two potential acquirers, our board instructed McDermott and Piper to seek to negotiate final terms of the merger agreement with Parent over the weekend.

On December 4 and 5, 2021, McDermott and Gibson Dunn negotiated final terms of the merger agreement.

On the evening of December 5, 2021, our board of directors held a meeting with members of management and representatives of Piper and McDermott. Prior to the meeting, the members of our board of directors were provided with materials relating to the proposed merger, including, the substantially final form of the merger agreement and a summary of material terms and financial analyses of the merger consideration prepared by Piper. At the meeting:

Following consideration and discussion of the proposed merger agreement and the transactions contemplated thereby:

The parties executed the merger agreement late in the evening of December 5, 2021, and Parent and the Company issued a joint press release early in the morning on December 6, 2021, announcing the parties’ entry into the merger agreement. Concurrent with the execution of the merger agreement, Levy Family Partners LLC, Lawrence F. Levy Revocable Trust dated December 23, 1988, Lawrence F. Levy, Ari Levy, Ari Levy 2012 Irrevocable Trust, Andrew S. Florsheim 2012 Irrevocable Trust, Robert B. Florsheim 2012 Irrevocable Trust, LFP Management, Belfer Investment Partners LP and Lime Partners LLC each executed voting agreements in which they agreed to vote their shares of Del Taco common stock, representing, in the aggregate, approximately 16% of the outstanding shares of Del Taco common stock in favor of the merger provided that such obligation would terminate upon termination of the merger agreement. The Company’s closing stock price on December 3, 2021, the last trading day prior to the announcement was $7.53 per share.

After considering the various factors described below, the Del Taco board of directors unanimously (i) determined that the merger agreement and the transactions are in the best interests of Del Taco 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 Del Taco’s stockholders vote in favor of adoption of the merger agreement and (v) directed that the merger agreement be submitted to a vote of Del Taco’s stockholders.

The Del Taco 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 Del Taco’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.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, our board of directors consulted with our executive management, our outside legal counsel (McDermott) and our outside financial advisor (Piper).

In recommending that our stockholders vote in favor of the merger proposal, our board of directors also considered a number of factors potentially weighing in favor of the merger, including the following (which are not presented in order of relative importance):

In its deliberations concerning the merger and the other transactions contemplated by the merger agreement, our board of directors also considered and balanced against the factors potentially weighing in favor of the merger a number of uncertainties, risks, restrictions and other factors potentially weighing against the merger, including the following (not necessarily in order of relative importance):

After taking into account all of the factors set forth above, as well as others, our board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to our stockholders.

The foregoing discussion of factors considered by our board of directors is not intended to be exhaustive, but summarizes the material factors considered by our board of directors. In light of the variety of factors considered in connection with its evaluation of the merger, our board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of our board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors. Our board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. Our board of directors based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, our executive management, financial advisor and legal counsel. It should be noted that this explanation of the reasoning of our board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth under “Forward-Looking Statements” on page 19.

The Company does not, as a matter of general practice, publicly disclose financial projections due to the difficulty of predicting the Company’s results. The Company is especially wary of making such projections for extended periods into the future due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though the Company has in the past provided investors with limited quarterly or full-year financial guidance covering limited areas of its expected financial performance. However, in connection with the Company’s review of strategic alternatives, including a potential sale, Company management provided the board and Piper with certain non-public, unaudited prospective financial information prepared by Company management for the fiscal years ending 2021 through 2026. This prospective financial information, provided by Company management in August 2021, incorporated actual results through the second fiscal quarter (or sixth fiscal period) of fiscal year 2021, and Company management’s expectations for the third and fourth fiscal quarters of fiscal year 2021. This information was also provided to prospective bidders who participated in the potential sale process in connection with their due diligence review of a potential transaction.

Upon the completion of the Company’s tenth fiscal period of fiscal year 2021, the Company provided the board and Piper with updated non-public, unaudited prospective financial information prepared by Company management for the fiscal years ending 2021 through 2026. This updated prospective financial information, provided by Company management in November 2021, incorporated actual results through the tenth fiscal period of fiscal year 2021 and Company management’s latest expectations for the eleventh, twelfth and thirteenth fiscal periods of fiscal year 2021, as well as revised expectations for fiscal years ending 2022 through 2026. This updated prospective financial information was also provided to prospective bidders who participated in the potential sale process in connection with their due diligence review of a possible transaction. The updated prospective financial information for the fiscal years ending 2021 through 2026, provided in November 2021, was relied upon and used as the basis for the financial analyses conducted by Piper and summarized below in “—Opinion of Financial Advisor.”

A summary of this financial information (collectively, the “Company Projections”) is provided below only to provide shareholders of the Company with access to certain prospective financial information concerning the Company that was made available to the board and Piper, as described herein. The Company Projections were not prepared with a view to public disclosure, but rather solely for internal use of the Company. The Company Projections are not

included in this proxy statement in order to influence any shareholder of the Company to make any decision regarding the proposals relating to the transactions contemplated by the merger agreement or for any other purpose, and readers of this proxy statement are cautioned not to place any reliance on the Company Projections included herein.

The Company Projections included in this proxy statement are the responsibility of the Company’s management. The Company Projections represent Company management’s reasonable estimates and good faith judgments as to the future growth and financial performance of the Company, including forecasts of revenues and adjusted EBITDA, that Company management believed were reasonable at the time the Company Projections were prepared, taking into account relevant information available at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Although a summary of the Company Projections is presented with numerical specificity, it reflects numerous assumptions and estimates made by the Company’s management, including assumptions and estimates with respect to future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The Company Projections reflect the subjective judgment of the Company’s management in many respects and, thus, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Company Projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including the factors described under “Forward-Looking Statements”, the Company’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, the outcome of the pending or future litigation and the various risks set forth in the reports filed by the Company with the SEC.

The Company Projections include certain non-GAAP measures (including adjusted EBITDA) because Company management believed such measures would be useful to the Board in evaluating the prospect the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income from continuing operations. The Company’s calculations of these non-GAAP measures may differ from calculations of such measures by others in the Company’s industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

The Company Projections were not prepared with a view toward complying with GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Projections are unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Projections.

The inclusion of the Company Projections should not be regarded as an admission, representation or indication that any of the board, the independent directors, the Company, the Company’s management, Piper, any of their respective advisors or any other person considered, or now considers, the forecasts to be material or a reliable prediction of future results, and the Company Projections should not be relied upon as such. In fact, the board and the Company’s management view the Company Projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts.

No representation or warranty was made in the merger agreement concerning prospective financial information, including the Company Projections. The Company Projections should only be evaluated in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC.

The Company Projections in this proxy statement do not take into account any conditions, circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement. The Company does not intend to update or otherwise revise the Company Projections to reflect any condition, circumstance or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the transactions contemplated by the merger agreement to occur), even in the event that any or all of the assumptions underlying the Company Projections are in error or are no longer appropriate. In light of the foregoing factors and uncertainties inherent in the Company Projections, readers of this proxy statement are cautioned not to place any reliance on the portions of the Company Projections set forth below.

Subject to the foregoing qualifications, the portions of the Company Projections that were provided to the board, Piper and prospective bidders in November 2021 are summarized below. The updated prospective financial information for the fiscal years ending 2021 through 2026 provided in November 2021, was relied upon and used as the basis for the financial analyses conducted by Piper and summarized below in “—Opinion of Piper Sandler & Co.”

Certain of the measures included in the Company Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are included in this proxy statement because such information was made available to the board and Piper and used in the process leading to the execution of the merger agreement, as described elsewhere in this proxy statement. Reconciliations of certain of these measures are provided below. The figures included in the reconciliation are part of the Company Projections and are subject to and should be read together with the disclosures above.

Adjusted EBITDA. Adjusted EBITDA is defined as net income plus provision for income taxes, plus interest expense, plus depreciation and amortization, plus loss on disposal of assets, plus restaurant closure charges, less amortization of favorable and unfavorable lease assets and liability, net, less sublease income for closed restaurants, less other income, plus one-time COVID-19 related charges, and plus one-time systems upgrade expense. A reconciliation of adjusted EBITDA is provided below:

Pursuant to an engagement letter dated June 21, 2021, the Company retained Piper to evaluate strategic alternatives and, if requested, deliver its opinion as to the fairness, from a financial point of view, to the holders of shares of Del Taco common stock of the consideration to be received pursuant to the merger agreement. At a meeting of the board of directors on December 5, 2021, Piper issued its oral opinion to the board, later confirmed in a written opinion of the same date, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper considered relevant, the merger consideration is fair, from a financial point of view, to the holders of shares of Del Taco common stock as of the date of the opinion.

The full text of the written opinion of Piper, dated December 5, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper in rendering its opinion, is attached as Annex B. The Piper opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to the

holders of shares Del Taco common stock. Piper’s opinion was directed solely to the board in connection with its consideration of the merger agreement and was not intended to be, and does not constitute, a recommendation to any holder of shares of Del Taco common stock as to how such holder should act with respect to the merger or any other matter. Piper’s opinion was approved for issuance by the Piper opinion committee and Piper has consented to the disclosure of its opinion in this proxy statement.

In connection with rendering the opinion described above and performing its financial analyses, Piper, among other things:

The following is a summary of the material financial analyses performed by Piper in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the board at a meeting held on December 5, 2021. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper or of its presentation to the board on December 5, 2021. You are urged to, and should, read the Piper opinion in its entirety and this summary is qualified in its entirety by the written opinion of Piper attached as Annex B hereto, which is incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper or the board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 3, 2021 and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper calculated (i) the Company’s equity value implied by the merger consideration to be approximately $472.5 million, based on approximately 37.8 million shares of Del Taco common stock and common stock equivalents estimated to be outstanding as of November 30, 2021 as provided by Company management, consisting of in-the-money options (calculated using the treasury stock method), restricted stock awards, and restricted stock units, and (ii) the Company’s enterprise value (for the purposes of this analysis, implied enterprise value equates to implied equity value plus total long-term debt of $106.6 million, plus finance lease obligations of $0.0 million, and less cash and cash equivalents of $6.5 million as of November 2, 2021, referred to as “EV,” to be approximately $572.6 million. The EV implies an 11.0x multiple relative to the estimated fiscal year 2021 adjusted EBITDA referenced above in the “Reconciliation of Non-GAAP Financial Measures” table.

Historical Company Trading Analysis. Piper analyzed the merger consideration to be paid to the holders of shares of Del Taco common stock pursuant to the merger agreement in relation to (1) the spot price per share on December 3, 2021, the last full trading day prior to the announcement, (2) the spot price per share for the preceding 7-day, 30-day, 60-day, 90-day, one-year, two-year, and three-year period ended December 3, 2021, and (3) the volume weighted average price per share, referred to as “VWAP,” for the preceding 7-day, 30-day, 60-day, 90-day, one-year, two-year, and three-year period ended December 3, 2021. For purposes of the analysis, the VWAP is calculated based off each trading day’s closing share price. The analysis indicated that the merger consideration to be paid to the holders of shares of Del Taco common stock pursuant to the merger agreement represented:

Selected Public Companies Analysis. Piper reviewed certain publicly available financial, operating and stock market information of the Company and the following selected U.S. publicly traded companies in the restaurant industry that Piper deemed relevant. Piper selected companies based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper identified and analyzed the following five selected companies:

For the selected public companies analysis, Piper calculated the following valuation multiples for the Company, including as implied by the merger consideration, and the selected companies:

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper by Company management.

The results of this analysis are summarized as follows:

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected companies, Piper made judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Selected Precedent Transactions Analysis. Piper reviewed precedent transactions involving target companies in the U.S. restaurant industry that Piper deemed relevant. Piper selected these transactions based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper identified and analyzed the following 16 selected transactions ordered by recency:

Piper reviewed transaction enterprise values of the selected transactions, calculated, to the extent publicly available, as the purchase price paid for the target involved in such transactions plus total debt, finance lease obligations, preferred equity, and noncontrolling interests (as applicable) less total cash and cash equivalents, as a multiple of EBITDA (which, in the case of the Company, see “Reconciliation of Non-GAAP Financial Measures”) for the last twelve months (“LTM”) as of the applicable announcement dates of such transactions. For the purposes of Piper’s fairness opinion, the LTM for the Company represented estimated fiscal year 2021.

Financial data of the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information and, to the extent publicly available and applicable, is pro forma for certain transactions with significant owned real estate by adjusting transaction enterprise values for sale-leaseback proceeds and adjusting target companies’ EBITDA for incremental rent expense. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper by Company management.

The results of this analysis are summarized as follows:

No transaction utilized in the selected precedent transactions analysis is identical to the Company. In evaluating the selected transactions, Piper made judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Discounted Cash Flow Analysis. Using a discounted cash flows analysis, Piper calculated an estimated range of theoretical values for the Company based on the net present value of (i) projected unlevered free cash flows from fiscal year 2022 to fiscal year 2026, discounted back to December 28, 2021 (the end of the Company’s fiscal year 2021), based on the Company Projections furnished to Piper by the Company, and (ii) a terminal value at fiscal year 2026 based upon EBITDA exit multiples, discounted back to December 28, 2021. The unlevered free cash flows for each year were calculated from the Company Projections as: adjusted EBITDA less depreciation and amortization, less restaurant closure charges, plus sublease income for closed restaurants, less income taxes (utilizing a 29.0% tax rate), plus depreciation and amortization, plus non-cash rent expense, less net capital expenditures, and less the change in net working capital. In addition, stock-based compensation was treated as a cash expense for purpose of determining unlevered free cash flow. The terminal values of the Company were calculated by applying the Company’s fiscal year 2026 adjusted EBITDA to a selected range of EBITDA exit multiples of 7.4x to 9.4x, with a mid-point of 8.4x, based on quartile one of the selected public companies analysis at the low-end of the EBITDA exit multiple range.

Piper performed discounted cash flow analyses by calculating the range of net present values for each period from fiscal year 2022 to fiscal year 2026 based on a discount rate ranging from 9.3% to 14.3%, with a mid-point of 11.8%, reflecting estimates of the Company’s weighted average cost of capital. Piper derived these discount rates by application of the capital asset pricing model, which requires certain Company-specific inputs, including a market capitalization size risk premium, as well as certain financial metrics for the United States financial markets generally.

This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the merger consideration:

results of the comparisons is not purely mathematical; rather, it involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper performed its analyses solely for purposes of providing its opinion to the board. In performing its analyses, Piper made numerous assumptions with respect to the capital markets, industry performance, general business and macroeconomic conditions and other matters. Certain of the analyses performed by Piper are based upon forecasts of future results furnished to Piper by the Company’s management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper does not assume responsibility if future results are materially different from forecasted results.

Piper’s opinion was one of many factors taken into consideration by the board in making the determination to approve the merger agreement and recommend that the shareholders vote in favor of the merger. The above summary does not purport to be a complete description of the analyses performed by Piper in connection with the opinion or of its presentation to the board on December 5, 2021 and is qualified in its entirety by reference to the written opinion of Piper attached as Annex B hereto.

Piper relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper or discussed with or reviewed by Piper. Piper further relied upon the assurances of the management of the Company that the financial information provided to Piper was prepared on a reasonable basis in accordance with industry practice, and that they were not aware of any information or facts that would make any information provided to Piper incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of Piper’s opinion, Piper assumed that with respect to the Company Projections and other forward-looking information reviewed by Piper, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of the Company as to the expected future results of operations and financial condition of the Company. Piper expressed no opinion as to any such Company Projections or forward-looking information or the assumptions on which they were based. Piper relied, with the Company’s consent, on advice of the outside counsel and the independent accountants to the Company, and on the assumptions of the management of the Company, as to all accounting, legal, tax and financial reporting matters with respect to the Company and the transactions contemplated by the merger agreement.

Piper relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the merger would be consummated pursuant to the terms of the merger agreement without amendments thereto and (iv) all conditions to the consummation of the merger would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper assumed that all the necessary regulatory approvals and consents required for the merger would be obtained in a manner that would not adversely affect the Company or the contemplated benefits of the merger.

In arriving at its opinion, Piper did not perform any appraisals or valuations of any specific assets or liabilities of the Company (fixed, contingent or other) and was not furnished or provided with any such appraisals or valuations, nor did Piper evaluate the solvency of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper in connection with its opinion were going concern analyses and Piper expressed no opinion regarding the liquidation value of the Company or any other entity. Piper undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or any of its affiliates was a party or may be subject, and, at the direction of the Company and with its consent, made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper also assumed that neither the Company nor Parent is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger.

Piper’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could

materially affect the assumptions used in preparing its opinion. Piper expressed no opinion as to the price at which the shares of Del Taco common stock may trade following announcement of the merger or at any future time. Piper did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper’s opinion addressed solely the fairness, from a financial point of view, to holders of the shares of Del Taco common stock of the merger consideration, as set forth in the merger agreement, and did not address any other terms or agreement relating to the merger or any other terms of the merger agreement. Piper was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with the Merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the merger consideration, any other terms contemplated by the merger agreement or the fairness of the merger to any other class of securities, creditor or other constituency of the Company. Furthermore, Piper expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee of any party to the merger, or any class of such persons, relative to the compensation to be received by the holders of shares Del Taco common stock or with respect to the fairness of any such compensation.

As a part of its investment banking business, Piper is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The board selected Piper to be its financial advisor and render its fairness opinion in connection with the transactions contemplated by the merger agreement on the basis of such experience and its familiarity with the Company.

Piper acted as a financial advisor to the Company in connection with the merger and will receive a fee, currently estimated to be approximately $7.2 million from the Company. A significant portion of Piper’s fee is contingent upon consummation of the merger, and $1.0 million of such fee has been earned by Piper for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper’s opinion. The Company has also agreed to indemnify Piper against certain liabilities and reimburse Piper for certain expenses in connection with its services. Piper is currently engaged as financial advisor for the Company and the board of directors in connection with the Company’s review of strategic alternatives. In addition, in the ordinary course of its business, Piper and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In the ordinary course of its business, Piper also publishes research on the shares Del Taco common stock. Piper may also, in the future, provide investment banking and financial advisory services to the Company or the Parent or entities that are affiliated with the Company or the Parent, for which Piper would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper has adopted policies and procedures to establish and maintain the independence of Piper’s research department and personnel. As a result, Piper’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to the Company and the merger and other participants in the merger that differ from the opinions of Piper’s investment banking personnel.

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

As described further in the section entitled “The Merger Agreement—Treatment of Del Taco’s Equity Awards” beginning on page 54, Company equity awards will be subject to the following treatment:

For an estimate of the amounts that would be payable to each of the Company’s named executive officers in settlement of their unvested Company equity awards, see the section entitled “Non-Binding Advisory Vote on Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 72. The Company does not have executive officers beyond the named executive officers. The estimated aggregate amount that would be payable to the Company’s seven non-employee directors in settlement of their unvested Company equity awards that will be outstanding as of February 28, 2022 if the effective time were to occur at such time is $933,534. The amounts in this paragraph were determined using the per share merger consideration of $12.51. These amounts do not include any other incentive award grants (including any equity awards that may be granted in respect of fiscal year 2022), issuances or forfeitures that may be made or occur, or dividends or dividend equivalents that may be accrued prior to the completion of the merger, and do not reflect any Company equity or other incentive awards that have vested or are expected to vest in accordance with their terms or by the action of the Board or its Compensation Committee prior to the completion of the merger.

Each of the executive officers is party to an employment agreement that provides the following severance benefits if the executive is terminated without “Cause,” regardless of whether such termination occurs before or after a change in control:

No severance benefits are provided to any executive officer in the event the executive is terminated for cause or he resigns from his employment with the Company for any reason.

In each employment agreement, Cause is defined to include convictions of crimes involving moral turpitude, fraud or dishonest conduct related to the Company, material violations of the executive’s duties, fiduciary or otherwise, to the Company, gross negligence or willful disregard for the best interests of the Company, unapproved absences (other than for illness) exceeding 10 consecutive days, or material violations of Company policies.

The parties agreed to continue certain compensation and benefits for all employees, including the executive officers, for a period of one year following the merger, as described in the section entitled “Employee Matters” beginning on page 64.

See “The Merger Agreement—Other Covenants and Agreements,” beginning on page 59 of this proxy statement, for a summary of the obligations of Parent and the surviving corporation with respect to insurance indemnification of directors and executive officers after the effective time.

See “The Merger Agreement—Other Covenants and Agreements,” beginning on page 59 of this proxy statement, for a summary of certain post-closing covenants related to employee benefit arrangements.

Parent intends to obtain cash to fund the merger consideration and amounts needed to repay the Company’s existing revolving credit facility from a securitization financing transaction to be entered into by the Parent’s bankruptcy remote special purpose subsidiaries (the “Securitization Subs”). Parent expects the Securitization Subs to raise proceeds by issuing notes in a private placement under a pre-existing securitization financing program (the “Securitization Program”) that allows for the issuance of additional notes from time to time. Parent expects the Securitization Subs to issue up to $1.150 billion of additional notes, and to distribute up to approximately $560 million of proceeds from the issuance of the notes to fund the merger consideration and repay the Company’s existing revolving credit facility.

The issuance of additional notes under the Securitization Program is subject to a series of conditions that will be required to be satisfied at the time of the issuance of additional notes. The conditions to issuance of the additional notes include, but are not limited to, documentation requirements, satisfaction of certain leverage tests, delivery of legal opinions and rating agency approvals. In addition, Parent expects the investment bank engaged to assist in the sale of the notes under the Securitization Program will require other conditions relating to the issuance of the notes, including, but not limited to, delivery of customary comfort letters and agreed upon procedures letters from one or more accounting firms. Parent has engaged BofA Securities, Inc. (“BofA Securities”) as sole bookrunner and initial purchaser for the additional notes.

To increase the likelihood of a successful issuance of additional notes under the Securitization Program, Parent has received a commitment to purchase $600 million of additional notes from (“BofA Securities”) at a specified interest rate that is dependent on the rating of the additional notes issued under the Securitization Program. In addition to satisfaction of the conditions to the issuance of additional notes under the Securitization Program’s documents (which are incorporated by reference as conditions to the BofA Securities commitment), the BofA Securities commitment is subject to additional conditions specified in the commitment letter, which include payment of fees, no company material adverse effect (as defined in the merger agreement) and no defaults under, or termination of, the Acquisition Agreement.

Parent expects that the Securitization Subs will sell additional notes without the need to rely upon the BofA Securities commitment, and Parent expects all conditions to the issuance of the additional notes under the Securitization

Program will be satisfied for a successful issuance. While the commitment to purchase limits the market risk of selling the additional notes under the Securitization Program by having a specified buyer for the additional notes, the issuance remains subject to the conditions precedent in the Securitization Program’s documents and the commitment letter itself.

The following summary discusses the material U.S. federal income tax consequences of the merger to holders of shares of Del Taco common stock. This discussion is based on the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), applicable Treasury regulations promulgated under the Code, administrative interpretations, and judicial decisions as in effect as of the date of this proxy statement, all of which may be repealed, revoked, modified or otherwise changed (in each case, possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

This discussion addresses only the consequences of the exchange of shares of Del Taco common stock held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). It does not address all aspects of U.S. federal income taxation that may be important to a Del Taco stockholder in light of the Del Taco stockholder’s particular circumstances, or to a Del Taco stockholder that is subject to special rules, such as:

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Del Taco common stock that is for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner of shares of Del Taco common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of shares of Del Taco common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Del Taco common stock should consult its tax advisors regarding the consequences of the merger to its particular circumstances.

This discussion of material U.S. federal income tax consequences is for general information only and not a complete description of all potential U.S. federal income tax consequences of the merger. This discussion does not address tax consequences that may vary with, or are contingent on, holder’s particular circumstances. In addition, it does not address any alternative minimum tax, any U.S. state or local or any non-U.S. tax consequences of the merger, any U.S. federal estate, gift or other non-income tax consequences, any state, local or non-U.S. tax consequences or the potential application of the Medicare contribution tax on net investment income. Accordingly, each Del Taco stockholder should consult its tax advisor to determine the U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger in light of its particular circumstances.

No ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the merger described herein. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS OF DEL TACO COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

The receipt of the merger consideration by U.S. holders pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder will recognize taxable capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in its shares of Del Taco common stock exchanged therefor.

If a U.S. holder’s holding period in the shares of Del Taco common stock surrendered in the merger is greater than one year as of the date of the merger, the capital gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized in connection with the merger is subject to limitations under the Code. If a U.S. holder acquired different blocks of shares of Del Taco common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Del Taco common stock that it holds.

The receipt of the merger consideration by a non-U.S. holder pursuant to the merger will not be subject to U.S. federal income tax unless:

Gain described in the first bullet point above will be subject to tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder (unless an applicable income tax treaty provides otherwise). Additionally, any gain described in the first bullet point above of a non-U.S. holder that is a corporation also may be subject to an additional “branch profits tax” at a 30% rate (or lower rate provided by an applicable income tax treaty). A non-U.S. holder described in the second bullet point above will be subject to tax at a rate of 30% (or a lower rate provided by an applicable income tax treaty) on any capital gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. holder, capital gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. There can be no assurance that we do not currently constitute or will not become a “U.S. real property holding corporation.” Non-U.S. holders owning (actually or constructively) more than 5% of Del Taco common stock should consult their own tax advisors regarding the U.S. federal income tax consequences of the merger in light of their particular circumstances.

Payments made in exchange for shares of Del Taco common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

A non-U.S. holder may be subject to information reporting and backup withholding (currently at a rate of 24%) on the merger consideration received in exchange for shares of Del Taco common stock unless the non-U.S. holder establishes an exemption, for example, by completing the appropriate IRS Form W-8 for the non-U.S. holder, in accordance with the instructions thereto.

Any amount withheld under the backup withholding rules will be allowed as a refund or credit against the U.S. federal income tax liability of a Del Taco stockholder, provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon a Del Taco stockholder that fails to provide the correct taxpayer identification number.

Under the merger agreement, the merger cannot be completed until any applicable waiting period under the HSR Act has expired or been terminated.

Del Taco and Parent filed their respective HSR Act notifications on December 17, 2021.

Even after the applicable waiting period under the HSR Act expires or is terminated, the FTC and the Antitrust Division of the U.S. Department of Justice retain the authority to challenge the merger on antitrust grounds before or after the merger is completed. Likewise, at any time before or after the consummation of the merger, a U.S. state or a foreign governmental authority with jurisdiction over the parties could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger, to rescind the merger or to seek divestiture of particular assets. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Although there is no assurance that they will not do so, we do not expect any regulatory authority, state or private party to take legal action under the antitrust laws.

Del Taco, Parent and Merger Sub have agreed to use reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all actions necessary, proper or advisable to consummate, as promptly as practicable, but in no event later than the end date, the transactions contemplated by the merger agreement, including using reasonable best efforts to (i) obtain all authorizations, consents, orders, clearances approvals, licenses, permits and waivers of all governmental authorities, or avoid any action or proceeding by any governmental authority, that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, the merger agreement and the consummation of the transactions contemplated thereby, (ii) provide such other information to any governmental authority as such governmental authority may lawfully request and (iii) permit the other party to review and discuss in advance and consider in good faith the view of the other in connection with, any proposed material written or oral communication with any governmental authority.

If the merger is completed, Del Taco common stock will be de-listed from the Nasdaq and de-registered under the Exchange Act.

Each of the parties is entitled to: (i) an order of specific performance to enforce the observance and performance of a covenant or obligation that is breached or in respect of which a breach is threatened by another party or (ii) an injunction restraining any such breach or threatened breach.

By seeking either of the remedies listed above, a party does not, in any respect, waive its right to seek any other form of relief that may be available to a party under the merger agreement (including fraud remedies). Nothing within the merger agreement shall require any party to institute and proceeding for specific performance or as a condition to exercising termination rights, as discussed above.

Below is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the Agreement and Plan of Merger, dated as of December 5, 2021, among Parent, Merger Sub and Del Taco, which we refer to as the “merger agreement,” and the copy of the merger agreement attached as Annex A to this proxy statement, are intended only to provide information regarding the terms of the merger agreement. They are not intended to provide any factual information about Del Taco, Parent or Merger Sub or to modify or supplement any factual disclosures about Del Taco in its public reports filed with the SEC. Any material facts in Del Taco’s public reports previously filed with the SEC that are incorporated by reference into this proxy statement that contradict the factual statements about Del Taco contained in the merger agreement will modify such factual statements. In particular, the merger agreement and the related summary are not intended to be disclosures regarding any facts and circumstances relating to Del Taco. The merger agreement contains representations and warranties by, and covenants of, Del Taco, Parent and Merger Sub that were made only for purposes of the merger agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Del Taco’s public disclosures. Until the effective time, stockholders are not third-party beneficiaries under the merger agreement.

Additional information about Del Taco may be found elsewhere in this proxy statement and in Del Taco’s other public filings. See the section entitled “Where You Can Find Additional Information” beginning on page 84 of this proxy statement.

The merger agreement provides that at the effective time Merger Sub will merge with and into Del Taco, with Del Taco continuing as the surviving corporation and as a wholly owned subsidiary of Parent. At the effective time of the merger, all of the rights, privileges, immunities, powers and franchises of Del Taco and Merger Sub will vest in the surviving corporation, all as provided under the Delaware General Corporation Law, which we refer to as the “DGCL.” As of the effective time of the merger, the certificate of incorporation of the surviving corporation will be amended and restated as a result of the merger so as to read in its entirety as set forth in the applicable exhibit to the merger agreement and the bylaws of the surviving corporation will be amended and restated to be the same as the bylaws of Merger Sub in effect immediately before the effective time of the merger, and for at least six (6) years following the effective time, such certificate of incorporation and bylaws will not contain provisions less favorable with respect to indemnification, advancement of expenses and exculpation of individuals covered by Del Taco's governing documents, organizational documents of Del Taco's subsidiaries or indemnification agreements than were set forth in the Del Taco's governing documents and Del Taco's subsidiaries' organizational documents at the time of the merger agreement.

The directors of Merger Sub immediately prior to the effective time will be the initial directors of the surviving corporation and the officers of Merger Sub immediately prior to the effective time will be the initial officers of the surviving corporation. The initial directors and officers will hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or disqualification in accordance with the DGCL and the certificate of incorporation and by-laws of the surviving corporation.

The merger agreement, which was entered into on December 5, 2021, provides that the closing of the merger will take place at 9:00 a.m., Eastern time, on the date that is as soon as practicable (and, in any event, within two (2) business days) after satisfaction or, to the extent permitted under the merger agreement, waiver of all conditions to the merger (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent permitted thereunder) of such conditions), unless the merger agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties thereto.

As soon as practicable on the closing date, Del Taco will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective at the time the certificate of merger is duly filed with the Secretary of State of the State of Delaware or on such other date and time as may be agreed to by Del Taco and Parent and is specified in the certificate of merger.

At the effective time, each share of Del Taco common stock issued and outstanding immediately prior to the effective time of the merger will be automatically cancelled and converted into the right to receive $12.51 in cash without interest, which we refer to as the “merger consideration.” At the effective time, all such shares of Del Taco common stock will no longer be issued and outstanding and will automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Del Taco common stock shall cease to have any rights with respect thereto, except the right to receive the merger consideration for each share upon surrender of such certificate, without interest.

At the effective time, each share of Merger Sub common stock issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become one, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation.

Prior to the effective time, Parent will (i) appoint Continental Stock Transfer & Trust Company (or such other nationally recognized exchange agent agreed to between the Company and the Parent) as the exchange agent (“exchange agent”) to act as an agent for Del Taco’s stockholders who will become entitled to receive funds pursuant to the merger agreement, including as agent for the purpose of exchanging certificates representing shares of Del Taco common stock for the merger consideration. At or prior to the effective time, Parent will deposit or cause to be deposited the aggregate consideration (the “payment fund”) with the exchange agent. If such fund diminishes for any reason below the level required to make prompt payment of the aggregate merger consideration, Parent and the surviving corporation will promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund to ensure that it is, at all times, maintained at a level sufficient to make such payments. The payment fund will be invested by the exchange agent as directed by Parent.

Each holder of shares of Del Taco common stock will be entitled to receive $12.51 in cash in respect of each share of Del Taco common stock represented by a certificate, promptly, upon (i) surrender to the exchange agent of a certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the exchange agent, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of shares of Del Taco common stock, and, in each case, delivery to the exchange agent of such other documents as may reasonably be requested by the exchange agent. Until so surrendered or transferred, each such certificate will represent after the effective time for all purposes only the right to receive such $12.51 in cash. No interest will be paid or accrued on the cash payable upon the surrender or transfer of such certificate.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer and (ii) the person requesting such payment pays to the exchange agent any transfer or other tax required as a result of such payment to a person other than the registered holder of such certificate or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

All merger consideration, paid upon the surrender of certificates in accordance with the terms hereof will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Del Taco common stock formerly represented by such certificate and from and after the effective time, there will be no further registration of transfers