EX-99.2 6 ny20001588x1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2
December 6, 2021 DEL TACO ACQUISITION SUMMARY

2 SAFE HARBOR STATEMENTS Forward looking Statements This presentation contains forward looking statements within the meaning of the federal securities laws. Forward looking statements m ay be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statement s a re based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertain tie s, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward looking statements include, but are not limited to: the potential impac ts to our business and operations resulting from the coronavirus COVID 19 pandemic, the success of new products, marketing initiatives and restaurant remodels and drive thru enhancements; the impact of competition, u nemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of s uit able new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top performing personnel, litiga tion risks; risks associated with disagreements with franchisees; supply chain disruption; food safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal comp lexities, including federal, state and local policies regarding mitigation strategies for controlling the coronavirus COVID 19 pandemic, risks associated with the amount and terms of the securitized debt issued by cert ain of our wholly owned subsidiaries; and stock market volatility. Additional factors that may cause actual results to differ materially from any forward looking statements regarding the proposed transaction include, bu t are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy the closing conditions; the possibility tha t the consummation of the proposed transaction is delayed or does not occur, including the failure of Del Taco’s stockholders to approve the proposed merger; uncertainty as to whether the parties will be able to comp let e the merger on the terms set forth in the merger agreement; uncertainty regarding the timing of the receipt of required regulatory approvals for the merger and the possibility that the parties may be required to ac cept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all; the outco me of any legal proceedings that have been or may be instituted against the parties or others following announcement of the transactions contemplated by the merger agreement; challenges, disruptions and costs of closing , i ntegrating and achieving anticipated synergies, or that such synergies will take longer to realize than expected; risks that the merger and other transactions contemplated by the merger agreement disrupt current p lan s and operations that may harm the parties’ businesses; the amount of any costs, fees, expenses, impairments and charges related to the merger; and uncertainty as to the effects of the announcement or pendency of th e merger on the market price of the parties’ respective common stock and/or on their respective financial performance. These and other factors are discussed in the company’s annual report on Form 10 K and its per iodic reports on Form 10 Q filed with the Securities and Exchange Commission (“SEC”), which are available online at http://investors.jackinthebox.com or in hard copy upon request. Additional risks and uncertain tie s with respect to Del Taco are discussed in its annual report on Form 10 K and periodic reports on Form 10 Q filed with the SEC, which are available online at www.deltaco.com as well as on the SEC’s website at www.sec.gov. The company undertakes no obligation to update or revise any forward looking statement, whether as the result of new information or otherwise Additional Information and Where to Find It Del Taco intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and furnish or fi le other materials with the SEC in connection with the proposed transaction with Jack in the Box. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement will be filed wi th the SEC and mailed to the stockholders of Del Taco. BEFORE MAKING ANY VOTING DECISION, DEL TACO’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. The proxy statement and other relevant materials (when they become av ail able), and any other documents filed by Del Taco with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Del Taco by going to Del Taco’s Investor Relations page on its corporate website at www.deltaco.com. Participants in the Solicitation Del Taco and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the st ock holders of Del Taco in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction will be included in the proxy statement described abov e. Additional information regarding the directors and executive officers of Del Taco is included in Del Taco’s proxy statement for its 2021 Annual Meeting, which was filed with the SEC on April 13, 2021, and is supplemente d b y other public filings made, and to be made, with the SEC by Del Taco. These documents are available free of charge at the SEC’s website at www.sec.gov and at the Investor Relations page on Del Taco’s corporate websi te at www.deltaco.com.

3 TRANSACTION SUMMARY EXPECTED FINANCIALS FINANCIAL CONSIDERATION • Jack in the Box to acquire Del Taco Restaurants for $12.51 per share in cash • Total transaction value: $575 million including existing debt • Values Del Taco at a synergy adjusted multiple of ~7.6x LTM Adjusted EBITDA ( • Expect to maintain investment grade credit rating • Run rate cost synergies of approximately $15 million by the end of fiscal year 2023 • Mid single digit accretion to EPS (excluding transaction expenses) in year one and meaningfully accretive in year two once full synergies are realized (1) Represents last 52 weeks as of Del Taco’s Q3 2021.

4 STRONG TRACK RECORD OF STEADY GROWTH DEL TACO: CONSISTENT EXECUTION FINANCIAL HIGHLIGHTS • System wide sales of $918 M ( • •$1.59 M ( company average unit volume • 9 CONSECUTIVE YEARS of Franchise owned SSS growth ( 2013 2014 2015 2016 2017 2018 2019 2020 Q3'21 TOTAL REVENUE ($M) $622 $656 $700 $751 $784 $818 $851 $857 $918 2013 2014 2015 2016 2017 2018 2019 2020 Q3'21 SYSTEM WIDE SALES ($M) M)( (1) 4 $371 $396 $424 $444 $471 $505 $513 $492 • 2 ND LARGEST player in growing Mexican QSR space • Serving delicious tacos for 57 YEARS • •~600 UNITS , with a strong presence in California • 99% RESTAURANTS feature drive thru with strong off premise • DIVERSIFIED daypart mix • STRONG FRANCHISEE base • SIGNIFICANT WHITESPACE in existing and new markets (1) $521 (2) (2) (1) Fiscal 2016 results exclude the estimated contribution from the additional operating week including $8.3 million of total rev enu e, of which $8.0 million is company restaurant sales. (2) Represents last 52 weeks as of Del Taco’s Q3 2021. (3) System sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our roy alt y revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and system restaurant sales information is useful to investors as they have a direct effect on the company's profitability. (4) Ninth consecutive year based on year to date results through Del Taco Q3 2021.

5 • “Scrappy, challenger brands” mindsets and similar business models result in significant synergy potential • True QSR in the attractive and growing Mexican category • Enhanced scale and financial flexibility - Reinforces unit development strategy for both brands - Unlocks resources for both brands to drive growth, including potential to leverage Jack in the Box’s expertise in refranchising - Increases investment into shared tech and digital powers • Opportunities for both franchisee bases to grow and achieve mutual economies of scale • Stronger, more flexible financial model with immediate earnings accretion and significant upside THE RIGHT STRATEGIC FIT FOR JACK CREATING AND COMBINING STRENGTH, SCALE AND EXPERTISE

6 ADVANCING STRATEGIC OBJECTIVES TRANSACTION FURTHERS PROGRESS ON JACK IN THE BOX’S BLUEPRINT FOR OUR FUTURE Expect to IMPROVE UNIT ECONOMICS through economies of scale in procurement, with cost savings to help mitigate inflation Immediately accretive transaction will INCREASE EBITDA GENERATION and provide ramp for continued improvements as expected synergies are realized BUILD BRAND LOYALTY Bigger, better and reaching more guests to build brand loyalty through expanded footprint, more unique experiences (including digital!) and innovative menus DRIVE OPERATIONAL EXCELLENCE Expect to improve operational excellence through the sharing of best practices across both brands GROW RESTAURANT PROFITS Enhanced opportunities will enable Jack revenue growth while leveraging combined scale to drive operational cost savings EXPAND REACH Complementary footprint provides an opportunity to expand reach and reinforces unit growth strategy ADDITION OF LIKE-MINDED “CHALLENGER BRAND” WILL CREATE CLEAR PATH TO ENHANCE LONG-TERM SHAREHOLDER RETURNS, REINFORCING JACK IN THE BOX’S STRONG FOUNDATION OF SERVICE TO OUR PEOPLE, FRANCHISEES AND GUESTS

7 TEAM UP TO BETTER COMPETE • One word, SYNERGY!: Value creation across procurement, development, construction, digital and technology TWO QSR’S ARE STRONGER THAN ONE • Franchisee’s have an opportunity for unit growth across both brands VALUE MEXICAN QSR COMPLEMENTS EXISTING POSITIONING • Both brands share a similar core demographic with a focus on guest experience and like minded approaches to serving our guests SUPPORTS APPROACH TO FULLY PENETRATING MARKETS • Growing existing footprint and brand awareness to break through in new areas “ I BELIEVE THE DEL TACO BRAND WILL FIT HAND IN GLOVE WITH OURS, A ND FURTHER ENHANCE THE STRONG FRANCHISE AND GUEST FOCUSED CULTUR E WE HAVE WORKED SO HARD TO DEVELOP AT JACK IN THE BOX. WE ARE EXCITE D ABOUT THE POTENTIAL TO OPEN DEL TACO RESTAURANTS, HELPING THE COMPANY EXPAND THESE TWO BELOVED BRANDS. BRANDS.” DAVID BESHAY, JACK IN THE BOX FRANCHISEE AND OPERATOR OF 210+ RESTAURANTS CREATES 2800+ UNIT QSR SPANNING 25 STATES WITH RUNWAY FOR GROWTH JACK IN THE BOX & DEL TACO COMBINED FOOTPRINT Jack in the Box Geographies Del Taco Geographies Shared Geographies

8 • Transaction expected to be mid single digit accretive to Jack in the Box’s EPS (excluding transaction expenses) in year one and meaningfully accretive in year two once synergizes are fully realized • Expect to maintain investment grade credit rating and leverage profile within target range of 4.0X to 5.5X total debt to adjusted EBITDA STRENGTHENS FINANCIAL PROFILE SIGNIFICANT FINANCIAL BENEFITS + • Run rate strategic and cost synergies expected at ~$15 million by end of FY 2023 • Procurement and supply chain savings • Technology and digital efficiencies and other G&A benefits • Knowledge sharing initiatives IDENTIFIED ACHIEVABLE SYNERGIES (1) Jack in the Box figures represent FY 2021. Del Taco figures represent last twelve months as of Del Taco’s Q3 2021. (2) System sales include company and franchised restaurant sales. We do not record franchised sales as revenues; however, our roy alt y revenues, marketing fees and percentage rent revenues are calculated based on a percentage of franchised sales. We believe franchised and system restaurant sales information is useful to investors as they have a direct eff ect on the company's profitability. PRO FORMA 2021 ($M) M)( REVENUE $4,155 $918 INCREASED SCALE TO BETTER COMPETE IN QSR $1,144 $521 $1,665 SYSTEM WIDE SALES ( $5,073

9 Q1 OF CALENDAR 2022 Transaction Announcement Anticipated Transaction Close Feb/Mar 2022 DECEMBER 6, 2021 EXPECTED TIMELINE TO CLOSE Del Taco Shareholder Vote • Subject to customary closing conditions, including: - Receipt of certain regulatory approvals - Receipt of Del Taco Shareholder approval • Forming integration planning team comprising members of both companies • Transaction expected to close in the first calendar quarter of 2022 +

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