Transaction valuation(1)
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Amount of filing fee(2)
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$275,000,000
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$35,420
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(1)
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The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $275,000,000 in aggregate of up to 32,352,941 shares of common stock, par value $0.10 per share, at the minimum tender offer price of $8.50 per share.
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(2)
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Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $128.80 per $1,000,000 of the value of the transaction.
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x |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $35,420
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Filing Party: The Wendy’s Company
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Form or Registration No.: Schedule TO-I
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Date Filed: January 14, 2014
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o
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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third-party tender offer subject to Rule 14d-1.
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x |
issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: x
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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o
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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o
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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Exhibit Number
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Description
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THE WENDY’S COMPANY
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Date: February 19, 2014
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By:
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/s/ Dana Klein
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Name: |
Dana Klein
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Title: |
Senior Vice President – Corporate
and Securities Counsel, and
Assistant Secretary
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(1)
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changes in the quick-service restaurant industry, such as consumer trends toward value-oriented products and promotions or toward consuming fewer meals away from home;
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(2)
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prevailing economic, market and business conditions affecting the Company, including competition from other food service providers, high unemployment and decreased consumer spending levels;
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(3)
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the ability to effectively manage the acquisition and disposition of restaurants;
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(4)
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cost and availability of capital;
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(5)
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cost fluctuations associated with food, supplies, energy, fuel, distribution or labor;
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(6)
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the financial condition of the Company's franchisees;
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(7)
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food safety events, including instances of food-borne illness involving the Company or its supply chain;
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(8)
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conditions beyond the Company's control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company's customers or food supplies, or acts of war or terrorism;
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(9)
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the effects of negative publicity that can occur from increased use of social media;
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(10)
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the availability of suitable locations and terms for the development of new restaurants;
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(11)
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risks associated with the Image Activation program;
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(12)
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adoption of new, or changes in, laws, regulations or accounting policies and practices;
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(13)
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changes in debt, equity and securities markets;
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(14)
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goodwill and long-lived asset impairments;
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(15)
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changes in interest rates;
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(16)
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expenses and liabilities for taxes related to periods up to the date of sale of Arby's as a result of the indemnification provisions of the Arby's Purchase and Sale Agreement;
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(17)
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the difficulty in predicting the ultimate costs associated with the sale of restaurants under the Company's system optimization initiative, employee termination costs, the timing of payments made and received, the results of negotiations with landlords, the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants, and the future benefits to the Company's earnings, restaurant operating margin, cash flow and depreciation;
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(18)
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the completion of financial closing procedures, final adjustments and other developments that may arise between the date the Company issued its unaudited preliminary results for the three months and full year ended December 29, 2013 and the time the financial results for such periods are finalized; and
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(19)
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other factors cited in the Company's news releases, public statements and/or filings with the SEC, including those identified in the "Risk Factors" sections of the Company's Forms 10-K and 10-Q.
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