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(14) Subsequent Events | 3 Months Ended
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Apr. 01, 2012
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Debt Refinancing On April 3, 2012, Wendy’s commenced the marketing of a new $1,325,000 senior secured credit facility (the “Proposed Credit Facility”). The Proposed Credit Facility is expected to be comprised of a $200,000 revolving credit facility, which would mature in 2017, and a $1,125,000 term loan, which would mature in 2019. Wendy’s expects to use the proceeds from the Proposed Credit Facility (1) to refinance the existing Credit Agreement, including the repayment of the Term Loan of Wendy’s Restaurants, (2) to finance the redemption or repurchase of Wendy’s Restaurants’ outstanding Senior Notes, as further described below and (3) for general corporate purposes, including payment of financing costs and other expenses in connection with the Proposed Credit Facility and the related transactions. The closing of the Proposed Credit Facility is subject to successful marketing and other conditions, and there can be no assurance that Wendy’s will be able to enter into the Proposed Credit Facility, or complete the refinancing of Wendy’s Restaurants’ Credit Agreement or the redemption or repurchase of the Senior Notes. On April 17, 2012, as amended on May 1, 2012, Wendy’s Restaurants commenced a tender offer to purchase any and all of its Senior Notes. Holders who validly tender Senior Notes and deliver consents to the proposed amendments prior to the early tender deadline of 5:00 p.m., Eastern time, on May 14, 2012 will receive the total consideration of $1,081.25 per $1 thousand principal amount (per Senior Note amounts not in thousands) of the Senior Notes, which includes an early tender premium/consent payment of $20.00 per $1 thousand principal amount of the Senior Notes, plus any accrued and unpaid interest on the Senior Notes up to, but not including, the payment date. The tender offer is being made in connection with a proposed refinancing of the indebtedness of Wendy’s Restaurant as described above. Subject to market conditions and other factors, Wendy’s Restaurants intends to redeem any Senior Notes that remain outstanding following the completion of the tender offer. In connection with the tender offer, Wendy’s Restaurants is soliciting consents from holders of the Senior Notes to certain proposed amendments to the indenture governing the Senior Notes. The proposed amendments would, among other modifications, eliminate substantially all of the restrictive covenants and certain event of default provisions contained in the indenture governing the Senior Notes. The proposed amendments would also eliminate the requirement that Wendy’s Restaurants file annual, quarterly and current reports with the Securities and Exchange Commission. Upon receipt of consents from holders of a majority in aggregate principal amount of the outstanding Senior Notes not owned by Wendy’s Restaurants or any of its affiliates, Wendy’s Restaurants would execute a supplemental indenture giving effect to the proposed amendments. In connection with the refinancing of the existing Credit Agreement and the tender offer and anticipated complete redemption of the Senior Notes, the Company anticipates that it will incur debt extinguishment costs of approximately $10,200 and $400 for the Credit Agreement and $11,400 and $53,200 for the Senior Notes in the second and third quarters of 2012, respectively. Multiemployer Pension Plan As further described in the Form 10-K, the unionized employees at The New Bakery Co. of Ohio, Inc. (the “Bakery”), a 100% owned subsidiary of Wendy’s, are covered by the Bakery and Confectionery Union and Industry International Pension Fund (the “Union Pension Fund”), a multiemployer pension plan with a plan year end of December 31 that provides defined benefits to certain employees covered by a collective bargaining agreement (the “CBA”) which expires on March 31, 2013. The cost of this pension plan is determined in accordance with the provisions of the CBA. As of January 1, 2012, the Union Pension Fund was in Green Zone Status, as defined in the Pension Protection Act of 2006 (the “PPA”) and had been operating under a Rehabilitation Plan. In April 2012, we received a Notice of Critical Status from the Union Pension Fund which sets forth that the plan was considered to be in Red Zone Status for the 2012 Plan Year due to funding problems. As the fund is in critical status, all contributing employers, including Wendy’s, will be required to pay a 5% surcharge on contributions for all hours worked from June 1, 2012 through December 31, 2012 and a 10% surcharge on contributions for all hours worked on and after January 1, 2013 until a contribution rate is negotiated at the expiration of our CBA that will be consistent with a revised Rehabilitation Plan which must be adopted by the Union Pension Fund in accordance with the provisions of the PPA. The surcharges and the possible effect of the revised Rehabilitation Plan adopted by the Union Pension Fund as described above are not anticipated to have a material effect on the Companies results of operations.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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