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 | | | | 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.
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.
| | THE WENDY’S COMPANY | |
| | | | |
| Date: April 17, 2012 | By: | /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.
| | WENDY’S RESTAURANTS, LLC | |
| | | | |
| Date: April 17, 2012 | By: | /s/ Dana Klein | |
| | | Dana Klein | |
| | | Senior Vice President – Corporate and Securities | |
| | | Counsel, and Assistant Secretary | |
EXHIBIT INDEX
Exhibit Number | | Description |
| | | |
| | |
