May 09, 2012 // Franchising.com // Dublin, Oh – The Wendy’s Company (the “Company”) announced today that Wendy’s Restaurants, LLC, its wholly-owned subsidiary (“Wendy’s Restaurants”), is waiving a condition to its previously announced tender offer to purchase for cash any and all of its outstanding 10.00% Senior Notes due 2016 (the “Notes”) (CUSIP No. 95058TAB3). In connection with the tender offer, Wendy’s Restaurants is soliciting consents (“Consents”) from holders of the Notes to certain proposed amendments to the indenture governing the Notes and the Notes (the “Proposed Amendments”). Wendy’s Restaurants is waiving the “Supplemental Indenture Condition” to the tender offer and consent solicitation (collectively, the “Offer”), which requires that (1) Consents by holders of a majority in aggregate principal amount of the outstanding Notes not owned by Wendy’s Restaurants or any of its affiliates (the “Required Consents”) be received and not validly revoked and (2) the supplemental indenture to amend and supplement the indenture governing the Notes to give effect to the Proposed Amendments be executed by Wendy’s Restaurants and U.S. Bank National Association, as trustee. Wendy’s Restaurants will continue soliciting Consents from holders of the Notes until the Expiration Date (as defined below). In the event that Wendy’s Restaurants receives the Required Consents, Wendy’s Restaurants and U.S. Bank National Association, as trustee, will execute the supplemental indenture giving effect to the Proposed Amendments, which amendments would become operative when validly tendered Notes are accepted for purchase by Wendy’s Restaurants pursuant to the Offer.
The withdrawal time for the Offer occurred at 5:00 p.m., New York City time, on April 30, 2012. Notes that were tendered and Consents that were delivered at or prior to the withdrawal time, and Notes that are tendered and Consents that are delivered after the withdrawal time, may not be withdrawn or revoked, except as required by law or in certain other limited circumstances. The Offer is scheduled to expire at the end of the day, 12:00 midnight, New York City time, on May 14, 2012, unless extended or earlier terminated (the “Expiration Date”).
The Offer is being made in connection with a proposed refinancing of the indebtedness of Wendy’s Restaurants, including the Notes and the indebtedness outstanding under Wendy’s Restaurants’ existing senior secured credit agreement. Wendy’s Restaurants expects that such indebtedness will be repaid with borrowings under a new senior secured credit agreement to be entered into on or about the payment date for the Offer by Wendy’s International, Inc., a wholly-owned subsidiary of Wendy’s Restaurants.
Consummation of the Offer is subject to the satisfaction or waiver of certain conditions, including, among other things, the completion of the financing transactions referred to above. Wendy’s Restaurants may amend, extend or terminate the Offer in its sole discretion, subject to applicable law.
Any Notes purchased pursuant to the Offer will be cancelled and will cease to be outstanding. Assuming that all remaining conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur promptly after the Expiration Date.
Notes that are not validly tendered and accepted for purchase in the Offer will remain obligations of Wendy’s Restaurants. Subject to market conditions and other factors, Wendy’s Restaurants currently intends to redeem any Notes that remain outstanding following consummation of the Offer.
None of Wendy’s Restaurants, the depositary, the information agent, the trustee or the dealer manager and solicitation agent is making any recommendation as to whether holders of Notes should tender their Notes or deliver their Consents in the Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of their Notes to be tendered.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 17, 2012, and related materials, copies of which have been delivered to all Note holders. Holders are urged to read the Offer documents carefully. Persons with questions regarding the Offer should contact the Dealer Manager and Solicitation Agent, BofA Merrill Lynch, at (888) 292-0070 (toll-free) or (646) 855-3401 (collect). Requests for copies of the Offer documents, including the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, should be directed to the Information Agent, Global Bondholder Services Corporation, at (866) 294-2200 (toll-free) or (212) 430-3774 (collect).
The Wendy’s Company (NASDAQ: WEN) is the world’s third largest quick-service hamburger company. The Wendy’s® system includes more than 6,500 franchise and Company restaurants in the United States and 27 countries and U.S. territories worldwide. For more information, visit aboutwendys.com or wendys.com.
This press release contains certain statements that are not historical facts, including, importantly, information concerning possible or assumed future results of operations of The Wendy’s Company and its subsidiaries (collectively, the “Company”). Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,”