This excerpt taken from the WEN 8-K filed Jun 10, 2009.
Senior Unsecured Notes Offering
ATLANTA, June 10, 2009 Wendys/Arbys Group, Inc. (NYSE: WEN) today announced that its subsidiary, Wendys International Holdings, LLC (to be renamed Wendys/Arbys Restaurants, LLC), has commenced an offering of $550 million aggregate principal amount of its senior unsecured notes due 2016 (Notes) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
Wendys/Arbys Restaurants, LLC intends to use the proceeds to optionally prepay approximately $125 million in borrowings outstanding under its existing senior secured term loan (and to pay accrued interest with respect to such borrowings), to pay the financing costs and other expenses in connection with the issuance of the Notes and to make a distribution of the remaining proceeds to Wendys/Arbys Group. Wendys/Arbys Group will use the proceeds of the distribution for general corporate purposes, which may include working capital, funding for key strategic growth initiatives, including new unit development, acquisitions of other restaurant companies, repayment or refinancing of indebtedness, and the return of capital to its stockholders, including through stock repurchases and/or dividends.
The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
There can be no assurances that the offering of the Notes will be completed as described herein or at all.