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. 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all remaining conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur promptly after the Expiration Date.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).
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