8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 30, 2015

DENNY’S CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-18051	13-3487402
(State or other jurisdiction of	Commission File No.	(I.R.S. Employer
Incorporation or organization		Identification No.)

203 East Main Street

Spartanburg, South Carolina 29319-0001

(Address of principal executive offices)

(Zip Code)

(864) 597-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[    ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2015, Denny's Corporation (the “Company”) entered into an Amended and Restated Credit Agreement among Denny's, Inc., as the Borrower, the Company, Denny's Realty, LLC and DFO, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Regions Bank and Citizens Bank, National Association, as Co-Syndication Agents, Cadence Bank N.A. and Fifth Third Bank, as Co-Documentation Agents, and the other lenders party thereto (the “New Credit Facility”). The New Credit Facility provides for a five-year $250 million senior secured revolver (with a $30 million letter of credit sublimit). Borrowings will bear a tiered interest rate, which is based on the Company's consolidated leverage ratio and is initially set at LIBOR plus 150 basis points. The New Credit Facility includes an accordion feature that would allow the Borrowers to increase the size of the facility to $325 million. The maturity date for the New Credit Facility is March 30, 2020.

The New Credit Facility is being used to refinance the Company's Old Credit Facility (as defined in Item 1.02 below) and will also be available for working capital, capital expenditures and other general corporate purposes. The New Credit Facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of the Company's subsidiaries.

The New Credit Facility includes negative covenants that are usual for facilities and transactions of this type. The New Credit Facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charged coverage ratio.

The Borrowers will have the option to make certain prepayments under the New Credit Facility. The New Credit Facility includes events of default (and related remedies, including acceleration and increased interest rates following an event of default) that are usual for facilities and transactions of this type.

For additional information, see the press release attached hereto as Exhibit 99.1, which is hereby incorporated by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On March 30, 2015, the Company terminated its Credit Agreement dated as of April 24, 2013, among Denny's, Inc., as the Borrower, the Company, Denny's Realty, LLC and DFO, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Regions Bank and General Electric Capital Corporation, as Co-Syndication Agents, Cadence Bank N.A., Fifth Third Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lenders party thereto, which established a credit facility in the original amount of $250 million (the “Old Credit Facility”). The Old Credit Facility was terminated in connection with the entry into the New Credit Facility described in Item 1.01 above.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion in Item 1.01 of this Form 8-K regarding the New Credit Facility is hereby incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2015, Louis P. Neeb notified the Company of his decision to retire and not to stand for re-election to the Board of Directors of Denny’s Corporation at the upcoming Annual Stockholders meeting on May 21, 2015. Mr. Neeb, 75, who served as a board member since 2008, served on the board's Audit and Finance Committee, and Compensation and Incentives Committee. He stated that his desire to retire was the basis for his decision. He added that he would be 76 at the time of the next annual stockholders meeting, and that the board has an age limit of 75. Mr. Neeb also indicated that he had no disagreements with Denny’s, its management or the other directors.

Item 8.01 Other Events.

On March 31, 2015, the Board of Directors of Denny’s Corporation approved a new share repurchase program authorizing the Company to repurchase an additional $100 million of its common stock, in addition to repurchases previously authorized. As of March 31, 2015, the Company has approximately 3.4 million shares remaining available in its current ten million share stock

repurchase program announced in April 2013. A copy of the press release is attached hereto as Exhibit 99.1, which is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 -- Press release issued by Denny's Corporation on April 1, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Denny's Corporation
Date: April 1, 2015	/s/ F. Mark Wolfinger
	F. Mark Wolfinger
	Executive Vice President,
	Chief Administrative Officer and
	Chief Financial Officer

EX-99.1

DENNY’S ESTABLISHES NEW $250 MILLION CREDIT FACILITY AND INCREASES SHARE REPURCHASE AUTHORIZATION

- Additional $100 Million in Share Repurchases Authorized -

SPARTANBURG, S.C., April 1, 2015 - Denny’s Corporation (NASDAQ: DENN), franchisor and operator of one of America's largest franchised full-service restaurant chains, today announced that it has entered into a new five-year $250 million revolving credit facility. The new credit facility replaces a term loan of $54.75 million and a $190 million revolving line of credit. Borrowings under the credit facility will bear a tiered interest rate, which is based on the Company’s consolidated leverage ratio and is initially set at LIBOR plus 150 basis points. The new facility reduces the Company’s credit spread by 25 basis points, at the current consolidated leverage ratio. In addition, the Company will have enhanced financial flexibility specifically towards returning capital to shareholders. At the time of closing, there were $135 million of borrowings under the new revolving line of credit, in addition to letters of credit issued in the normal course of business.

Additionally, the Company’s Board of Directors approved a new multi-year share repurchase program authorizing the repurchase of an additional $100 million of its common stock, in addition to repurchases previously authorized. Under this authorization, the Company may purchase its Common Stock from time to time in the open market or in privately negotiated transactions. The amount and timing of any purchases will depend upon a number of factors, including the price and availability of the Company's shares, trading volume and general market conditions.

Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer, stated, “Our new credit facility allows us to extend the maturities of our facility and lower the credit spreads. Most importantly, it provides increased flexibility for the Company to continue to return capital to shareholders, while also enhancing our ability to make appropriate investments in the brand. This transaction is a reflection of the progress we have made in our brand revitalization strategy, and demonstrates the confidence of the financial community in our strategic plan.”

Wells Fargo Securities, LLC, Regions Capital Markets, a division of Regions Bank, and Citizens Bank, N.A. served as the Joint Lead Arrangers and Joint Bookrunners for the new credit facility with Wells Fargo Bank, N. A., serving as Administrative Agent and L/C Issuer, and Cadence Bank, and Fifth Third Bank serving as Co-Documentation Agents.

The Company, as of March 31, 2015, has repurchased a total of 21.6 million shares since initiating its share repurchase program and has 3.4 million shares remaining to be purchased under its current ten million share stock repurchase program announced in April 2013. As of March 24, 2015, the Company had 84,773,692 shares of common stock outstanding.

About Denny’s

Denny's is the franchisor and operator of one of America's largest franchised full-service restaurant chains, based on the number of restaurants. As of December 31, 2014, Denny’s had 1,702 franchised, licensed, and company restaurants around the world with combined sales of $2.6 billion including 1,596 restaurants in the United States and 106 restaurants in Canada, Costa Rica, Mexico, Honduras, Guam, Curaçao, Puerto Rico, Dominican Republic, El Salvador, Chile and New Zealand. At the end of 2014, 1,541 of Denny’s restaurants were franchised and 161 restaurants were company operated. For further information on Denny's, including news releases, links to SEC filings and other financial information, please visit the Denny's investor relations website at investor.dennys.com.

Forward Looking Statements

The Company urges caution in considering its current trends and any outlook on earnings disclosed in this press release.  In addition, certain matters discussed in this release may constitute forward-looking statements.  These forward-looking statements, which reflect its best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries and underlying restaurants to be materially different from the performance indicated or implied by such statements.  Words such as “expects”, “anticipates”, “believes”, “intends”, “plans”, “hopes”, and variations of such words and similar expressions are intended to identify such forward-looking statements.  Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.  Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others:  the competitive pressures from within the restaurant industry; the level of success of the Company’s strategic and operating initiatives; advertising and promotional efforts; adverse publicity; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy, particularly at the retail level; political environment (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (and in the Company’s subsequent quarterly reports on Form 10-Q).  

Investor Contact:	Whit Kincaid
	877-784-7167
Media Contact:	Liz DiTrapano, ICR
	646-277-1226