Arby’s Announces Pricing of $485 Million 6.75% Senior Notes Due 2026

ATLANTA - January 19, 2018 - (BUSINESS WIRE) - Arby’s Restaurant Group, Inc. (“Arby’s”) today announced that its newly formed, direct parent entity, IRB Holding Corp., has priced a private offering of $485 million in aggregate principal amount of 6.75% senior notes due 2026 (the “Notes”). The issuance of the Notes is scheduled to close on February 5, 2018, subject to customary closing conditions.

Arby’s intends to use the net proceeds from the offering of the Notes, together with the proceeds from certain other financing transactions and cash on hand, to finance its pending acquisition (the “Acquisition”) of Buffalo Wild Wings, Inc. (“Buffalo Wild Wings”), refinance certain existing indebtedness of Buffalo Wild Wings and pay fees and expenses related to the foregoing transactions. Following consummation of the Acquisition, Buffalo Wild Wings will be a privately held sister company of Arby’s and will continue to operate as an independent brand.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, only to non-U.S. investors pursuant to Regulation S promulgated under the Securities Act. The Notes will not be registered under the Securities Act, any other federal securities laws or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or the securities laws of any state or other jurisdiction.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering circular.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Any statements that are not statements of historical fact should be considered forward-looking statements. Such forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events and do not constitute guarantees of future performance. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such statements include, but are not limited to, statements regarding the expected financing, including the offering of the Notes, and timing of the closing of the Acquisition and related transactions. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. There is no assurance that the Acquisition will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Arby’s and Buffalo Wild Wings do not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

About Arby’s

Arby’s is the parent company to the owner-operator and franchisor of the Arby’s brand. Arby’s, founded in 1964 and headquartered in Atlanta, Georgia, is the second largest limited service sandwich chain in the United States with more than 3,400 restaurants system-wide. Arby’s can be found in 48 U.S. states and in six foreign countries and U.S. territories worldwide. The company is majority-owned by affiliates of Roark Capital.

About Buffalo Wild Wings

Buffalo Wild Wings, founded in 1982 and headquartered in Minneapolis, Minnesota, is a growing owner, operator and franchisor of Buffalo Wild Wings® restaurants, featuring a variety of boldly-flavored, made-to-order menu items including its namesake Buffalo, New York-style chicken wings.

About Roark Capital

Roark focuses on investing in franchised and multi-unit businesses in the retail, restaurant, consumer and business services sectors. Since its inception, affiliates of Roark have invested in 62 franchise or multi-unit brands, which collectively generate $27 billion in annual system-wide revenues from 29,000 locations in all 50 U.S. states and 78 countries.

Contact:

Christopher Fuller
Arby’s Restaurant Group, Inc.
678-514-4211
SVP, Communications
PR@arbys.com

SOURCE Arby’s

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