The Wendy’s Company (“the Company”) announced today that Wendy’s Restaurants, LLC, its wholly owned subsidiary (“Wendy’s Restaurants”), has commenced a 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”). The tender offer and consent solicitation (collectively, the “Offer”) are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 17, 2012, and a related Letter of Transmittal and Consent. The Offer will 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”).
Holders who validly tender their Notes and deliver their Consents to the Proposed Amendments prior to the early tender deadline of 5:00 p.m., New York City time, on April 30, 2012, unless extended (the “Early Tender Deadline”), will receive the total consideration of $1,081.25 per $1,000 principal amount of the Notes, which includes an early tender premium/consent payment of $20.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date.
Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date will receive the tender offer consideration of $1,061.25 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date, but will not receive the early tender premium/consent payment.
Upon receipt of 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 will become operative when validly tendered Notes are accepted for purchase by Wendy’s Restaurants pursuant to the Offer. Except in certain circumstances, Notes tendered and Consents delivered pursuant to the Offer may not be withdrawn or revoked after execution of the supplemental indenture.
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