| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 23, 2022, The Wendy’s Company (the “Company”) and certain of its direct and indirect wholly owned subsidiaries – Wendy’s International, LLC, an Ohio limited liability company (“Wendy’s International”), Wendy’s Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Wendy’s SPV Guarantor, LLC, a Delaware limited liability company (“Wendy’s SPV Guarantor”), Quality Is Our Recipe, LLC, a Delaware limited liability company (“Quality”), and Wendy’s Properties, LLC, a Delaware limited liability company (“Wendy’s Properties” and, together with the Company, Wendy’s International, the Master Issuer, Wendy’s SPV Guarantor and Quality, the “Wendy’s Parties”) – entered into a Purchase Agreement (the “Purchase Agreement”) with Barclays Capital Inc. and Jefferies LLC, each acting on behalf of itself and as a representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which, among other things, the Master Issuer has agreed to issue and sell $100 million of its Series 2022-1 4.236% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $400 million of its Series 2022-1 4.535% 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 “2022 Notes”), in a privately placed securitization transaction.
Interest payments on the 2022 Notes will be 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 March 2029 and March 2032, respectively, unless earlier prepaid to the extent permitted under the indenture that will govern the 2022 Notes. If the Master Issuer has not repaid or refinanced the 2022 Notes prior to the respective anticipated repayment dates, additional interest will accrue on the 2022 Notes 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 ten (10) years, plus (ii) 5.00%, plus (iii)(1) with respect to the Series 2022-1 Class A-2-I Notes, 1.85%, and (2) with respect to the Series 2022-1 Class A-2-II Notes, 2.15%, exceeds the original interest rate with respect to such tranche.
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 2022 Notes is anticipated to occur by the end of the first quarter of 2022 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 2022 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the 2022 Notes or any other security and shall not constitute an offer, solicitation or sale of the 2022 Notes or any other security in any jurisdiction where such an offering or sale would be unlawful. This Current Report on Form 8-K contains information about a pending transaction and the anticipated timing for the closing of such transaction, and there can be no assurance regarding the timing of the closing or that this transaction will be completed.
