-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEWCDDPZJz29X2Gt7g2ocIozb2I4IhJikCkAHemdOUFwjooS/a/gTd3YNvcu9DFJ GB4qn6+KPdx/jtlRpScbIg== 0001209191-08-057792.txt : 20081029 0001209191-08-057792.hdr.sgml : 20081029 20081029164706 ACCESSION NUMBER: 0001209191-08-057792 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081028 FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD SBI LP CENTRAL INDEX KEY: 0001217005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15283 FILM NUMBER: 081148300 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123031650 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DineEquity, Inc CENTRAL INDEX KEY: 0000049754 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 953038279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 N BRAND BLVD 3RD FLR CITY: GLENDALE STATE: CA ZIP: 91203-1903 BUSINESS PHONE: 818-240-6055 MAIL ADDRESS: STREET 1: 450 N. BRAND BLVD, 7TH FLOOR CITY: GLENADALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IHOP CORP DATE OF NAME CHANGE: 19940204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15283 FILM NUMBER: 081148301 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 BUSINESS PHONE: 2123031650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 4 1 c76452_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-10-28 0000049754 DineEquity, Inc DIN 0001105497 MSD CAPITAL L P 645 FIFTH AVENUE 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001217005 MSD SBI LP 645 FIFTH AVENUE 21ST FLOOR NEW YORK NY 10022 0 0 1 0 Total Return Equity Swap 2008-10-28 4 J 1 36180 A Common Stock 36180 36180 I See Footnote This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital") and MSD SBI, L.P. ("SBI"). Following the transactions reported herein, SBI is the record and direct beneficial owner of 2,512,356 shares of common stock of DineEquity, Inc. (the "Issuer"). In addition to such beneficial ownership and the total return equity swap reported herein, SBI is party to a total return equity swap relating to 120,188 shares of the Issuer's common stock which was entered into on September 17, 2008. Such total return equity swap was reported by the reporting persons on a Form 4 filed with the Commission on September 17, 2008. MSD Capital is the general partner of SBI and may be deemed to indirectly beneficially own securities owned by SBI. MSD Capital Management LLC is the general partner of MSD Capital. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. On October 28, 2008, SBI entered into a cash-settled total return equity swap ("Total Return Swap") with Citibank, NA New York ("Citibank") with a reference price of $9.8398. Under the terms of the Total Return Swap (i) SBI will be obligated to pay to Citibank any negative price performance of the 36,180 shares of common stock subject to the Total Return Swap as of the expiration date of the Total Return Swap, plus interest, and (ii) Citibank will be obligated to pay to SBI any positive price performance of the 36,180 shares of common stock subject to the Total Return Swap as of the expiration date of such Total Return Swap. Citibank will also pay to SBI an amount equal to any dividends paid on 36,180 shares of the Issuer's common stock during the term of the Total Return Swap. All balances will be cash settled at the expiration date of the Total Return Swap. The Total Return Swap expires on September 17, 2018, although SBI has the right to terminate and close out the Total Return Swap early if it so chooses. The Total Return Swap does not give SBI direct or indirect voting, investment or dispositive control over any securities of the Issuer or require Citibank to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, SBI disclaims any beneficial ownership in securities that may be referenced in the Total Return Swap. Exhibit 99.1 - Joint Filer Information (furnished herewith) /s/ Marc R. Lisker 2008-10-29 /s/ Marc R. Lisker 2008-10-29 EX-99 2 c76452_99x1.htm ADDITIONAL EXHIBITS Joint Filer Information
EXHIBIT 99.1
JOINT FILER INFORMATION
Other Reporting Person(s)
1.   MSD SBI, L.P.
         
Item   Information
Name:   MSD SBI, L.P.
 
       
Address:   645 Fifth Avenue, 21st Floor, New York, New York 10022
 
       
Designated Filer:   MSD Capital, L.P.
 
       
Date of Event Requiring Statement (Month/Day/Year):   October 28, 2008
 
       
Issuer Name and Ticker or Trading Symbol:   DINEEQUITY, INC. [DIN]
 
       
Relationship of Reporting Person(s) to Issuer:   10% Owner
 
       
If Amendment, Date Original
Filed (Month/Day/Year):
  Not Applicable
 
       
Individual or Joint/Group Filing:   Form filed by More than One Reporting Person
 
       
Signature:
  By:   MSD Capital, L.P.
 
  Its:   General Partner
 
       
 
  By:   MSD Capital Management LLC
 
  Its:   General Partner
 
       
 
  By:   /s/ Marc R. Lisker
 
       
 
  Name:   Marc R. Lisker
 
  Title:   Manager and General Counsel
 
  Date:   October 29, 2008

 

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