Wendy's Co — Capital/Financing Update 2012

Apr 17, 2012

8-K 1 eh1200555_8k.htm FORM 8-K eh1200555_8k.htm Licensed to: jt6064 Document Created using EDGARizer 2020 5.4.2.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2012

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 764-3100

Not Applicable

(Former name or former address, if changed since last report.)

WENDY’S RESTAURANTS, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-161613	38-0471180
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 764-3100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 17, 2012, The Wendy’s Company announced 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”). In connection with the tender offer, Wendy’s Restaurants is also soliciting consents from holders of the Notes to certain proposed amendments to the indenture governing the Notes and the Notes to eliminate substantially all of the restrictive covenants and certain event of default provisions contained in the indenture governing the Notes.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by The Wendy’s Company on April 17, 2012.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Dana Klein
Dana Klein
Senior Vice President – Corporate and Securities
Counsel, and Assistant Secretary

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Dana Klein
Dana Klein
Senior Vice President – Corporate and Securities
Counsel, and Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by The Wendy’s Company on April 17, 2012.