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.
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.