Wendy's International (WEN)

Repurchase of 5% Convertible Notes due 2023; Right to Convert Notes During 2006 Second Fiscal Quarter

       As previously announced, on February 10, 2006, we completed the repurchases of an aggregate of $165,776,000 of the $175,000,000 principal amount of 5% Convertible Notes due 2023 (the “Notes”) that we issued in May 2003. In connection with such repurchases, we also paid accrued and unpaid interest through the applicable date of repurchase and related premiums. In exchange for such Notes, the accrued and unpaid interest and related premiums, we issued an aggregate of 4,144,400 shares of our Class A Common Stock and 8,561,093 shares of our Class B Common Stock, and made aggregate cash payments to the selling noteholders of $6,095,984 (the “Exchanges”). Upon the satisfaction of the conditions set forth in the related indenture, the Notes that were repurchased would have been convertible into 4,144,400 shares of our Class A Common Stock and 8,288,800 shares of our Class B Common Stock (assuming the current conversion rate). The shares of our Class A Common Stock and Class B Common Stock were issued in reliance upon the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. We expect to record a pre-tax charge of approximately $12.5 million, including a non-cash write-off of approximately $3.85 million of unamortized deferred financing costs, with respect to the Exchanges.

       Additionally, as previously announced, the trustee under the Indenture (the “Indenture”) governing the Notes has determined that holders of the Notes are entitled to convert their Notes during the fiscal quarter beginning on April 3, 2006 and ending on July 2, 2006 because the combined closing sale price of one share of our Class A Common Stock and two shares of our Class B Common Stock exceeded 120% of the current conversion price of $40 for at least 20 trading days in the 30-trading day period ending on March 31, 2006, the last trading day of the fiscal quarter ending April 2, 2006. At the current conversion price, each $1,000 principal amount of Notes is convertible into 25 shares of our Class A Common Stock, subject to our right to elect to pay the holder cash in lieu of delivery of all or any portion of these shares of Class A Common Stock and, upon conversion of each $1,000 principal amount of Notes, the holder is also entitled to receive 50 shares of our Class B Common Stock.