The Wendy’s Company Announces Early Results of Cash Tender Offer by Wendy’s Restaurants, LLC for Its 10.00% Senior Notes Due

  The Wendy’s Company Announces Early Results of Cash Tender Offer by Wendy’s
  Restaurants, LLC for Its 10.00% Senior Notes Due 2016 and Amendments to
  Tender Offer

Business Wire

DUBLIN, Ohio -- May 01, 2012

The Wendy’s Company (the “Company”) announced today that Wendy’s Restaurants,
LLC, its wholly-owned subsidiary (“Wendy’s Restaurants”), is amending the
terms of 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 now offering to pay the total
consideration, including the early tender premium/consent payment, to holders
who validly tender their Notes and deliver their Consents on or prior to the
Expiration Date (as defined below). The total consideration is $1,081.25 per
$1,000 principal amount of Notes, which includes an early tender
premium/consent payment of $20.00 per $1,000 principal amount of Notes. Except
as set forth above, the terms and conditions of the tender offer and consent
solicitation (collectively, the “Offer”) remain unchanged.

As of the early tender deadline of 5:00 p.m., New York City time, on April 30,
2012 (the “Early Tender Deadline”), Wendy’s Restaurants has been advised by
Global Bondholder Services Corporation, the depositary for the Offer, that it
has received tenders of $95,701,000 aggregate principal amount, or
approximately 16.9%, of the outstanding $565,000,000 aggregate principal
amount of Notes.

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that are delivered after the withdrawal time, may not be withdrawn or revoked,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”).

In the event that Wendy’s Restaurants receives Consents from 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”),
Wendy’s Restaurants and U.S. Bank National Association, as trustee, will
execute a 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. Wendy’s
Restaurants has been advised by Global Bondholder Services Corporation that,
as of the Early Tender Deadline, the Required Consents have not been
delivered.

The Proposed Amendments would, among other modifications, eliminate
substantially all of the restrictive covenants and certain event of default
provisions contained in the indenture governing the Notes. Holders may not
tender their Notes without delivering their Consents to the Proposed
Amendments, and holders may not deliver their Consents to the Proposed
Amendments without tendering their Notes in the Offer.

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, receipt of the Required Consents and execution
of the supplemental indenture, as described in the Offer to Purchase and
Consent Solicitation Statement, dated April 17, 2012. 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 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).

About The Wendy’s Company

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.

Forward-Looking Statements

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,” “anticipates,” or the negation thereof, or similar
expressions, constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 (the “Reform Act”).The
forward-looking statements are based on our expectations at the time such
statements are made, speak only as of the dates they are made and are
susceptible to a number of risks, uncertainties and other factors.Our actual
results, performance and achievements may differ materially from any future
results, performance or achievements expressed in or implied by our
forward-looking statements.For all of our forward-looking statements, we
claim the protection of the safe harbor for forward-looking statements
contained in the Reform Act. Many important factors could affect our future
results and could cause those results to differ materially from those
expressed in or implied by our forward-looking statements.Such factors, all
of which are difficult or impossible to predict accurately, and many of which
are beyond our control, include, but are not limited to: (1)changes in the
quick-service restaurant industry, such as consumer trends toward
value-oriented products and promotions or toward consuming fewer meals away
from home; (2)prevailing economic, market and business conditions affecting
the Company, including competition from other food service providers, high
unemployment and decreased consumer spending levels; (3)the ability to
effectively manage the acquisition and disposition of restaurants; (4)cost
and availability of capital; (5)cost fluctuations associated with food,
supplies, energy, fuel, distribution or labor; (6)the financial condition of
our franchisees; (7)food safety events, including instances of food-borne
illness involving the Company or its supply chain; (8)conditions beyond the
Company’s control such as weather, natural disasters, disease outbreaks,
epidemics or pandemics impacting the Company’s customers or food supplies, or
acts of war or terrorism; (9)the availability of suitable locations and terms
for the development of new restaurants; (10)adoption of new, or changes in,
laws, regulations or accounting policies and practices; (11)changes in debt,
equity and securities markets; (12)goodwill and long-lived asset impairments;
(13)changes in the interest rate environment; (14)expenses and liabilities
for taxes related to periods up to the date of sale of Arby’s as a result of
the indemnification provisions of the Arby’s Purchase and Sale Agreement; and
(15)other factors discussed from time to time in the Company’s news releases,
public statements and/or filings with the Securities and Exchange Commission,
including those identified in the “Risk Factors” sections of our Annual and
Quarterly Reports on Forms 10-K and 10-Q.

The Company’s franchisees are independent third parties that the Company does
not control. Numerous factors beyond the control of the Company and its
franchisees may affect new restaurant openings. Accordingly, there can be no
assurance that commitments under development agreements with franchisees will
result in new restaurant openings.

All future written and oral forward-looking statements attributable to us or
any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to above. New risks and
uncertainties arise from time to time, and it is impossible for us to predict
these events or how they may affect us. We assume no obligation to update any
forward-looking statements as a result of new information, future events or
developments, except as required by federal securities laws. In addition, we
do not endorse any projections regarding future performance that may be made
by third parties.

Contact:

The Wendy’s Company
Media and Investors:
John Barker, 614-764-3044
john.barker@wendys.com
Dave Poplar, 614-764-3311
david.poplar@wendys.com
 
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