Wendy's International (WEN)

Acquisitions and Dispositions of Arby's Restaurants

       A key strategic component of ARG's objective of enhancing the Arby's brand, growing the Arby's system and continually improving Arby's system operations is the acquisition and disposition of Arby's restaurants from time to time. These transactions may involve individual restaurants or multiple restaurants in a particular market or geographic area. ARG may use such transactions as a way of further developing a targeted market. For example, ARG may sell a number of restaurants in a particular market to a franchisee and obtain a commitment from the franchisee to develop additional restaurants in that market. Or, ARG may acquire restaurants from a franchisee demonstrating a limited desire to grow and then seek to further penetrate that market through the development of additional company-owned restaurants or by re-selling the acquired restaurants to another franchisee more focused on growth. ARG believes that dispositions can also be an effective strategy for attracting new franchisees who seek to be multiple unit operators to the Arby's system. Such franchisees can immediately enjoy economies of scale by buying a group of restaurants from ARG. In addition, ARG may acquire restaurants from a franchisee who wishes to exit the Arby's system. When ARG acquires underperforming restaurants, it seeks to improve their results of operations and then either continues to operate them as company-owned restaurants or re-sells them to new or existing franchisees.