Item 1.01 Entry into a Material Definitive Agreement.

General

On June 22, 2021 (the "Closing Date"), Wendy's Funding, LLC (the "Master Issuer"), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of The Wendy's Company (the "Company"), completed its previously announced refinancing transaction and issued $450 million of its Series 2021-1 2.370% Fixed Rate Senior Secured Notes, Class A-2-I (the "Class A-2-I Notes") and $650 million of its Series 2021-1 2.775% Fixed Rate Senior Secured Notes, Class A-2-II (the "Class A-2-II Notes" and, together with the Class A-2-I Notes, the "Class A-2 Notes"), in an offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into a revolving financing facility of Series 2021-1 Variable Funding Senior Secured Notes, Class A-1 (the "Variable Funding Notes"), which allows for the drawing of up to $300 million under the Variable Funding Notes, which include certain credit instruments, including a letter of credit facility. The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the "Notes." The Notes were issued in a privately placed securitization transaction pursuant to which certain of the Company's domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company that act as Guarantors (as defined below) of the Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the Notes.

The Notes were issued under a Base Indenture dated June 1, 2015, a copy of which is attached to the Company's Current Report on Form 8-K filed June 2, 2015 as Exhibit 4.1 (the "Base Indenture"), and the related supplemental indenture dated June 22, 2021, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 (the "Series 2021-1 Supplement" and, collectively with the Base Indenture, the First Supplement to the Base Indenture dated February 10, 2017, a copy of which is attached to the Company's Annual Report on Form 10-K filed March 2, 2017 as Exhibit 4.3, the Second Supplement to the Base Indenture dated January 17, 2018, a copy of which is attached to the Company's Current Report on Form 8-K filed January 17, 2018 as Exhibit 4.2, the Third Supplement to the Base Indenture dated February 4, 2019, a copy of which is attached to the Company's Annual Report on Form 10-K filed February 27, 2019 as Exhibit 4.6, the Fourth Supplement to the Base Indenture dated June 26, 2019, a copy of which is attached to the Company's Current Report on Form 8-K filed June 26, 2019 as Exhibit 4.2, the Fifth Supplement to the Base Indenture dated June 17, 2020, a copy of which is attached to the Company's Current Report on Form 8-K filed June 18, 2020 as Exhibit 4.2, the Sixth Supplement to the Base Indenture dated January 3, 2021, a copy of which is attached to the Company's Annual Report on Form 10-K filed March 3, 2021 as Exhibit 4.11, and the Seventh Supplement to the Base Indenture (as defined below), a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.2, the "Indenture"), each between the Master Issuer and Citibank, N.A., as trustee (in such capacity, the "Trustee") and securities intermediary. The Base Indenture allows the Master Issuer to issue additional series of notes in the future subject to certain conditions.

On June 22, 2021, the Master Issuer and the Trustee entered into a Seventh Supplement to the Base Indenture (the "Seventh Supplement to the Base Indenture") for the purpose of amending certain provisions of the Base Indenture, including but not limited to the following: (i) to allow for the basket in the Indenture that permits the Securitization Entities (as defined below) to guarantee the indebtedness of franchisees to be used for guarantees of indebtedness more generally; (ii) to modify the conditions to the issuance by the Master Issuer of any additional notes to (x) increase the maximum Senior ABS Leverage Ratio (as such term is defined in the Indenture) that may be in effect as of the closing date of such issuance, after giving pro forma effect to the issuance of such additional notes and any repayment of existing indebtedness from such additional notes, from 6.5x to 7.0x and (y) increase the maximum Holdco Leverage Ratio (as such term is defined in the Indenture) that may be in effect as of the closing date of such issuance, after giving effect to the issuance of such additional notes and any repayment of existing indebtedness from such additional notes, from 7.0x to 7.5x; and (iii) to provide that it will be an event of default under the Indenture if a Debt Service Advance or a Collateral Protection Advance (as such terms are defined in the Indenture) shall have been outstanding for ninety (90) or more consecutive days. The amendment described in clause (i) became effective on the Closing Date, the amendment described in clause (ii) will become effective on the earlier of (x) the Control Party (as such term is defined in the Indenture) designating a date for implementation and (y) the

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repayment in full of all of the Master Issuer's Series 2018-1 3.884% Fixed Rate Senior Secured Notes, Class A-2-II (the "Series 2018-1 Class A-2-II Notes"), Series 2019-1 3.783% Fixed Rate Senior Secured Notes, Class A-2-I (the "Series 2019-1 Class A-2-I Notes"), and Series 2019-1 4.080% Fixed Rate Senior Secured Notes, Class A-2-II (the "Series 2019-1 Class A-2-II Notes" and together with the Series 2019-1 Class A-2-I Notes, the "Series 2019 1 Class A-2 Notes"), and the amendment described in clause (iii) will become effective upon the repayment in full of all of the Series 2018-1 Class A-2-II Notes and Series 2019-1 Class A-2 Notes.

Class A-2 Notes

Interest and principal payments on the Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the Notes is June 2051, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment dates of the Class A-2-I Notes and the Class A-2-II Notes will be March 2029 and June 2031, respectively. If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to the respective anticipated repayment date, additional interest will accrue on each tranche of the Class A-2 Notes at a rate equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the amount, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii)(1) with respect to the Series 2021-1 Class A-2-I Notes, 1.15%, and (2) with respect to the Series 2021-1 Class A-2-II Notes, 1.35%, exceeds the original interest rate with respect to such tranche.

The Notes are secured by the collateral described below under "Guarantees and Collateral."

Variable Funding Notes

In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into a revolving financing facility consisting of Variable Funding Notes, which allows for the drawing of up to $300 million under the Variable Funding Notes, which includes certain credit instruments, including a letter of credit facility. The Variable Funding Notes were issued under the Indenture and allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement, dated June 22, 2021 (the "Variable Funding Note Purchase Agreement"), a copy of which is attached hereto as Exhibit 10.1, by and among the Master Issuer, the Guarantors (as defined below), Wendy's International, LLC, as manager (the "Manager"), certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank, U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent. The Variable Funding Notes will be governed by both the Variable Funding Note Purchase Agreement and the Indenture. Depending on the type of borrowing under the Variable Funding Notes, interest on the Variable Funding Notes will be based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars (or a replacement index rate selected in accordance with the terms of the Variable Funding Note Purchase Agreement) or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin, as more fully set forth in the Variable Funding Note Purchase Agreement. While the Master Issuer does not anticipate drawing on the Variable Funding Notes on the Closing Date, the Master Issuer expects to have approximately $26.2 million in undrawn letters of credit issued under the Variable Funding Notes on the Closing Date. There is a commitment fee on the unused portion of the Variable Funding Notes facility, which ranges from 40 basis points to 75 basis points based on the utilization under the Variable . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.





Exhibit
  No.       Description

4.1           Series 2021-1 Supplement to Base Indenture, dated as of June 22,
            2021, by and between Wendy's Funding, LLC, as Master Issuer of the
            Series 2021-1 fixed rate senior secured notes, Class A-2, and Series
            2021-1 variable funding senior notes, Class A-1, and Citibank, N.A.,
            as Trustee and Series 2021-1 Securities Intermediary.

4.2           Seventh Supplement to the Base Indenture, dated as of June 22, 2021,
            by and between Wendy's Funding, LLC, as Master Issuer, and Citibank,
            N.A., as Trustee and Securities Intermediary.

10.1          Class A-1 Note Purchase Agreement, dated as of June 22, 2021, by and
            among Wendy's Funding, LLC, as Master Issuer, each of Quality Is Our
            Recipe, LLC, Wendy's Properties, LLC and Wendy's SPV Guarantor, LLC,
            as Guarantors, Wendy's International, LLC, as Manager, the conduit
            investors party thereto, the financial institutions party thereto,
            certain funding agents, and Coöperatieve Rabobank, U.A., New York
            Branch, as L/C Provider, Swingline Lender and Administrative Agent.

10.2          Fourth Amendment to the Management Agreement, dated as of June 22,
            2021, by and among Wendy's Funding, LLC, as Master Issuer, certain
            subsidiaries of Wendy's Funding, LLC party thereto, Wendy's
            International, LLC, as Manager, and Citibank, N.A., as Trustee.

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document).

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