October 25, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington D.C., 20549

Attn:    James Giugliano

Joel Parker

Re:     Denny's Corporation

Form 10-K for the Fiscal Year Ended December 28, 2022

Filed February 27, 2023

File No. 000-18051

Ladies and Gentlemen:

The purpose of this letter is to provide the detailed response of Denny’s Corporation to the comments set forth in your letter dated September 26, 2023. For your convenience, your comments have been reproduced in their entirety followed by our response.

Form 10-K for the Fiscal Year Ended December 28, 2022

Notes to Consolidated Financial Statements

Note 10. Long-Term Debt

Dedesignated Interest Rate Hedges, page F-23

1.We note that during the quarter ended June 24, 2020, you dedesignated the cash flow relationship and discontinued hedge accounting treatment for the 2018 Swaps. At that time, you reclassified approximately $7.7 million (should be $7.4 million) of losses from accumulated other comprehensive loss, net to other nonoperating expense (income) net, related to the portion of the forecasted transaction no longer considered probable of occurring, and such determination was based on the credit default curve and recovery rate assumptions applied to forecasted balances of variable rate debt. Additionally, as of December 31, 2020 (should be December 30, 2020), you had approximately $64.4 million (before taxes) of unrealized losses in accumulated other comprehensive loss, net, related to the 2018 Swaps, which mature December 31, 2033. Lastly, we note your disclosure that the remaining losses related to the 2018 swaps will continue to be included in accumulated other comprehensive loss, net and will be amortized as a component of interest expense, net over the remaining term of the 2018 swap. Please respond to the following:

•Explain how the amounts being amortized as a component of interest expense were determined for the years ended December 31, 2022 and 2021 (should be December 28, 2022 and December 29, 2021). In this regard, we note that the amounts being reclassified out of accumulated other comprehensive loss have decreased from $.8 million in 2020, to $.2 million in 2021, and $.03 million in 2022. As part of your response, please consider providing a representative example of how the amounts were determined.

•Tell us when you would expect the amounts being reclassified out of accumulated comprehensive loss to significantly increase.

•We note your disclosure on page 34 that as of December 28, 2022, the total notional amount of your interest rate swaps was in excess of 100% of your floating rate debt. We also note that the notional amount on your 2018 Swaps is expected to annually increase, from $130 million as of

December 28, 2022, to $425 million on September 28, 2029. In light of the fact that the notional amounts of your interest rate swaps are already in excess of your floating rate debt, and the notional amount on the 2018 Swaps will be increasing by an additional $295 million over the next six years, please tell us how you determined the forecasted transactions were still considered probable of occurring. As part of your response, please quantify in more detail how the $7.7 million (should be $7.4 million) was determined to be the amount related to the portion of the forecasted transaction that was not considered probable of occurring as of June 24, 2020.

Response:

•During the quarter ended June 24, 2020, we performed a detailed analysis of the projected underlying cash flows related to our then outstanding interest rate swaps and determined that a portion of the underlying cash flows related to our hedging relationship entered into in 2018 (“2018 Swaps”) were no longer probable of occurring over the term of the interest rate swaps as a result of the ongoing impacts of the COVID-19 pandemic and using proceeds from a share offering to repay a portion of our long-term debt during the COVID-19 pandemic. The detailed analysis identified which underlying cash flows related to our swaps were impacted by month over the remaining term of the swaps. As a result of this analysis, we dedesignated the cash flow relationship and discontinued hedge accounting treatment for the 2018 Swaps. However, because the underlying cash flows related to our 2015 Swaps were determined to be probable of occurring over the term of the 2015 Swaps, we continued hedge accounting treatment for the 2015 Swaps.

Below are representative calculations for the periods from April 2020 to December 2022 that were used to determine a) the amounts by period that were included in the calculation of the $7.4 million that was reclassified out of other accumulated comprehensive income (“AOCI”) and into other nonoperating expense (income) net during the quarter ended June 24, 2020, b) amounts that remained in AOCI but are being amortized as a component of interest expense, net over the remaining term of the 2018 Swaps and c) annual amortization of amounts in AOCI as a component of interest expense, net:

As it relates to the 2018 Swaps, for periods in which the projected underlying cash flows were overhedged, we reclassified $7.4 million out of other accumulated comprehensive income (“AOCI”) and into other nonoperating expense (income) net as a result of the missed forecast. The determination of the amount

reclassified was based on credit default curve and recovery rate assumptions applied to forecasted balances of variable rate debt. The missed forecasts on overhedged cash flows were not identical by period. Some future periods were impacted more due to larger projected overhedged positions in those periods. Specifically, for cash flows occurring between June 2021 and December 2022 and as detailed in the table above, 95%-100% of amounts included as a component of AOCI related to these projected cash flows previously deferred on the 2018 swaps were reclassified into other nonoperating expense (income) net (included in the $7.4 million). As a result, the consolidated statements of operations for the years ended December 29, 2021 and December 28, 2022 include smaller reclassifications out of AOCI and into interest expense, net, as most of the amounts deferred into AOCI had already been reclassified out of other accumulated comprehensive income and into other nonoperating expense (income) net. Looking forward, as both our projected debt outstanding and swap notional amounts increase, the projected overhedge decreases.

•As of December 30, 2022, approximately $64.4 million remained in AOCI related to the 2018 Swaps. Amounts being reclassified out of AOCI on an annual basis in the future related to the 2018 Swaps are expected to be as follows:

Fiscal Year	$ in Millions
2023	0.3
2024	0.7
2025	3.0
2026	4.9
2027	6.1
2028	7.0
2029	7.7
2030	8.1
2031	8.5
2032	9.0
2033	9.1
Total	64.4

•At December 28, 2022, the 2015 Swaps had a notional amount of $170 million and the 2018 Swaps had a notional amount of $130 million. As noted above, as a result of determining that a portion of underlying cash flows related to our 2018 Swaps were no longer probable of occurring over the term of the 2018 Swaps, we dedesignated the cash flow relationship and discontinued hedge accounting treatment for the 2018 Swaps. At that time, in addition to the accounting noted above for the 2018 Swaps, we began recording changes in the fair value of the 2018 Swaps as a component of other nonoperating expense (income), net.

However, because the underlying cash flows related to our 2015 Swaps were determined to be probable of occurring over the term of the 2015 Swaps, we continued hedge accounting treatment for the 2015 Swaps.

We determined that the underlying cash flows related to our 2015 Swaps were probable based on an analysis of multiple factors including forecasted EBITDA, forecasted share repurchases, other specifically contemplated transactions (including at that time acquisitions) and an expected Debt to EBITDA ratio through the term of the 2015 Swaps of up to 3.5 times. These assumptions were based on our historical and forecasted amounts and the assumption that we would maintain a consistent debt structure through the end of the related swaps.

The $7.4 million related to the portion of the forecasted transaction that was not considered probable of occurring as of June 24, 2020 was based on the same analysis through the term of the 2018 Swaps. A representative calculation of amounts included in the $7.4 million is included above.

We believe the details discussed in this response to your letter sufficiently address the comments raised. However, please do not hesitate to contact the undersigned at 864-597-8347 if you have any further questions.

Respectfully,
	/s/ Robert P. Verostek
	Robert P. Verostek
	Executive Vice President and Chief Financial Officer

cc: Mr. Justin W. Chairman