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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the withdrawal time, and Notes that are tendered and Consents that are delivered after the withdrawal time, may not be withdrawn or revoked, except as required by law or in certain other limited circumstances.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”).