Item 1.01 Entry into a Material Definitive Agreement.
On
Interest payments on the 2021 Notes are payable on a quarterly basis. The
anticipated repayment dates of the Class A-2-I Notes and the Class A-2-II Notes
will be
The Purchase Agreement includes customary representations, warranties and covenants by the Wendy's Parties. It also provides that the Wendy's Parties will indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the sale of the 2021 Notes is anticipated to occur by the end of the second quarter of 2021 and is subject to the satisfaction of various closing conditions specified in the Purchase Agreement.
Certain of the Initial Purchasers and their respective affiliates have, from time to time, performed and may in the future perform various investment banking services for the Company for which they received or will receive customary fees and expenses.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
The 2021 Notes have not been and will not be registered under the Securities Act
and may not be offered or sold in
Item 8.01 Other Events.
The Company has issued a notice of prepayment pursuant to the indenture governing its Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III (the "2015 Class A-2-III Notes") and its Series 2018-1 3.573% Fixed Rate Senior Secured Notes, Class A-2-I (the "2018 Class A-2-I Notes") to prepay, subject to completion of the sale of the 2021 Notes as described in Item 1.01 above, all of the outstanding 2015 Class A-2-III Notes and the 2018 Class A-2-I Notes on the closing date of the sale of the 2021 Notes.
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The Master Issuer also intends to enter into a new variable funding senior
secured note facility, which will allow for the drawing of up to
Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that are not
historical facts, including statements regarding the planned refinancing
transactions, including the size and timing of, and expected use of proceeds
from, the offering. Those statements, as well as statements preceded by,
followed by, or that include the words "plan," "will," "intend" or "expected"
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 the Company's expectations at the time, speak only as of
the dates they are made and are susceptible to a number of risks, uncertainties
and other factors. These factors include, but are not limited to, (1) the
satisfaction of the closing conditions to the Purchase Agreement, (2) the impact
of general market, industry, credit and economic conditions and the Company's
ability to complete the financing transaction on the terms described or at all;
(3) disruption to the Company's business from the
novel coronavirus (COVID-19) pandemic and the impact of the pandemic on the
Company's results of operations, financial condition and prospects; (4) the
impact of competition or poor customer experiences at Wendy's restaurants;
(5) economic disruptions, including in regions with a high concentration of
Wendy's restaurants; (6) changes in discretionary consumer spending and consumer
tastes and preferences; (7) impacts to the Company's corporate reputation or the
value and perception of the Company's brand; (8) the effectiveness of the
Company's marketing and advertising programs and new product development;
(9) the Company's ability to manage the accelerated impact of social media;
(10) the Company's ability to protect its intellectual property; (11) food
safety events or health concerns involving the Company's products; (12) the
Company's ability to achieve its growth strategy through new restaurant
development and its Image Activation program; (13) the Company's ability to
effectively manage the acquisition and disposition of restaurants or
successfully implement other strategic initiatives; (14) risks associated with
leasing and owning significant amounts of real estate, including environmental
matters; (15) the Company's ability to achieve and maintain market share in the
breakfast daypart; (16) risks associated with the Company's international
operations, including the ability to execute its international growth strategy;
(17) changes in commodity and other operating costs; (18) shortages or
interruptions in the supply or distribution of the Company's products and other
risks associated with the Company's independent supply
chain purchasing co-op; (19) the impact of increased labor costs or labor
shortages; (20) the continued succession and retention of key personnel and the
effectiveness of the Company's leadership structure; (21) risks associated with
the Company's digital commerce strategy, platforms and technologies, including
its ability to adapt to changes in industry trends and consumer preferences;
(22) the Company's dependence on computer systems and information technology,
including risks associated with the failure, misuse, interruption or breach of
its systems or technology or other cyber incidents or deficiencies; (23) risks
associated with the Company's securitized financing facility and other debt
agreements, including compliance with operational and financial covenants,
restrictions on its ability to raise additional capital, the impact of its
overall debt levels and the Company's ability to generate sufficient cash flow
to meet its debt service obligations and operate its business; (24) risks
associated with the Company's capital allocation policy, including the amount
and timing of equity and debt repurchases and dividend payments; (25) risks
associated with complaints and litigation, compliance with legal and regulatory
requirements and an increased focus on environmental, social and governance
issues; (26) risks associated with the availability and cost of insurance,
changes in accounting standards, the recognition of impairment or other charges,
the impact of realignment and reorganization initiatives, changes in tax rates
or tax laws and fluctuations in foreign currency exchange rates; (27) conditions
beyond the Company's control, such as adverse weather conditions, natural
disasters, hostilities, social unrest, health epidemics or pandemics or other
catastrophic events; and (28) other risks and uncertainties cited in the
Company's releases, public statements and/or filings with the
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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 10.1 2021-1 Class A-2 Note Purchase Agreement, dated as ofJune 15, 2021 , by and amongThe Wendy's Company , the subsidiaries ofThe Wendy's Company party thereto andGuggenheim Securities, LLC andJefferies LLC , each acting on behalf of itself and as the representatives of the initial purchasers. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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