form8-k_061009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 10, 2009
WENDY’S/ARBY’S
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-2207
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38-0471180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1155
Perimeter Center West
Atlanta,
Georgia
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30338
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
514-4100
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(Former
Name or Former Address, if Changed Since Last Report):
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N/A
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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
1.01 Entry
into a Material Definitive Agreement
On June 10, 2009, Wendy’s International
Holdings, LLC, to be renamed “Wendy’s/Arby’s Restaurants LLC” (“WAR”), a direct
wholly owned subsidiary of Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s Group”),
Wendy’s International, Inc. (“Wendy’s”), an indirect wholly owned subsidiary of
Wendy’s/Arby’s Group, Arby’s Restaurant Group, Inc. (“ARG”), an indirect wholly
owned subsidiary of Wendy’s/Arby’s Group, and Arby’s Restaurant Holdings, LLC
(“Arby’s Holdings”), an indirect wholly owned subsidiary of Wendy’s/Arby’s Group
(WAR, Wendy’s, ARG and Arby’s Holdings are collectively referred to as the
“Borrowers”), entered into an Amendment No. 1 to Amended and Restated Credit
Agreement and Amended and Restated Pledge and Security Agreement (the
“Amendment”), which amends (i) the Amended and Restated Credit Agreement, dated
as of July 25, 2005 and amended and restated as of March 11, 2009, among the
Borrowers, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party
thereto, Citicorp North America, Inc., as administrative agent and collateral
agent, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as
co-syndication agents, Wachovia Bank, National Association, SunTrust Bank and GE
Capital Franchise Finance Corporation, as co-documentation agents, Citigroup
Global Markets Inc., Banc of America Securities LLC and Credit Suisse, Cayman
Islands Branch, as joint lead arrangers and joint book-running managers (as
amended by the Amendment, the "Credit Agreement"), and (ii) the Amended and
Restated Pledge and Security Agreement, dated as of July 25, 2005 and amended
and restated as of March 11, 2009, by and among the grantors party thereto and
Citicorp North America Inc., as collateral agent.
Among other things, the Amendment (i)
permits the issuance by WAR of senior notes due 2016 (the "Notes") and the
incurrence of debt thereunder, and permits WAR to dividend to Wendy’s/Arby’s
Group the net cash proceeds of the notes issuance less amounts used to prepay
the term loan under the Credit Agreement and pay accrued interest thereon and
certain other payments, (ii) modifies certain total leverage financial
covenants, adds certain financial covenants based on senior secured leverage
ratios, and modifies the minimum interest coverage ratio,
(iii) permits the prepayment at any time prior to maturity of certain
senior notes of Wendy’s, and eliminates certain incremental debt baskets in the
indebtedness covenant, and (iv) modifies the interest margins to provide that
the margins will fluctuate based on WAR’s corporate credit
rating. The effectiveness of these amendments is subject to the
condition subsequent that the Notes have been issued.
Effective upon the issuance of the
Notes, the term loans under the Credit Agreement and amounts borrowed under the
revolving credit facility will bear interest at the Borrowers’ option at either
(i) the Eurodollar Base Rate (as defined in the Credit Agreement), as adjusted
pursuant to applicable regulations (but not less than 2.75%), plus 4.00%, 4.50%,
5.00% or 6.00% per annum, depending on the corporate credit rating of WAR, or
(ii) the Base Rate (as defined in the Credit Agreement), which is the higher of
the interest rate announced by the administrative agent for the Credit Agreement
as its base rate and the Federal funds rate plus 0.50% (but not less than
3.75%), in either case plus 3.00%, 3.50%, 4.00% or 5.00% per annum, depending on
the corporate credit rating of WAR. Based on the corporate credit
rating of WAR at the time of the amendment, the applicable interest rate margins
available to the Borrowers were 4.00% for Eurodollar Base Rate borrowings and
3.00% for Base Rate borrowings.
In addition, effective upon the
issuance of the Notes, the Credit Agreement will contain the following financial
covenants: a maximum total leverage ratio, a maximum senior secured
leverage ratio, a maximum lease adjusted leverage ratio, a maximum senior
secured lease adjusted leverage ratio, a minimum interest coverage ratio and
maximum annual capital expenditures. The new senior secured leverage
ratios exclude subordinated and unsecured debt, including the
Notes.
Concurrently with the closing of the
issuance of the Notes, the Borrowers will optionally prepay term loans under the
Credit Agreement in an aggregate principal amount of $125,000,000 (and
pay
accrued
interest with respect to such borrowings), which amount is subject to increase
if WAR issues more than $550,000,000 in aggregate principal amount of
Notes.
Certain of the lenders under the Credit
Agreement and their affiliates have from time to time provided investment
banking, commercial banking and other financial services to Wendy’s/Arby’s
Group, Inc. or its affiliates, for which they received customary fees and
commissions. The lenders under the Credit Agreement may also provide these
services to Wendy’s/Arby’s Group, Inc. or its affiliates from time to time in
the future.
The foregoing summary is qualified in
its entirety by reference to the Amendment, which is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
Item
9.01.Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WENDY’S/ARBY’S
GROUP, INC.
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By: /s/ NILS H.
OKESON
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Nils H. Okeson
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Senior Vice President,
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Dated: June 10, 2009 |
General Counsel and Secretary
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EXHIBIT
INDEX