This excerpt taken from the WEN 10-K filed Apr 3, 2006.
On July 25, 2005, we completed the acquisition of substantially all of the equity interests or the assets of entities comprising RTM. RTM was the largest franchisee of Arby's restaurants with 775 Arby's in 22 states as of the date of acquisition. The cost of the RTM Acquisition is currently estimated to be $368.7 million, subject to a post-closing adjustment, consisting of (1) $175.0 million in cash, (2) 9,684,000 shares of our class B common stock issued from treasury with a fair value of $145.3 million as of July 25, 2005 based on the closing price of our class B common stock on that date and the two prior days of $15.00 per share, (3) the payment of $21.8 million of debt, including related accrued interest and prepayment penalties, that was not an obligation of the entities included in the RTM Acquisition, (4) the vested portion of stock options to purchase 774,000 shares of our class B common stock with a fair value of $4.1 million as of July 25, 2005, issued in exchange for existing RTM stock options and (5) $22.5 million of related expenses. The total consideration represents $17.0 million for the settlement loss from unfavorable franchise rights and $351.7 million for the aggregate purchase price for RTM. The settlement loss is discussed above in “Results of Operations” – “Loss on Settlements of Unfavorable Franchise Rights.” RTM's results of operations and cash flows subsequent to the July 25, 2005 date of the RTM Acquisition have been included in our consolidated results of operations and cash flows.