form8-k_032009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 17, 2009
WENDY’S/ARBY’S
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
Delaware
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1-2207
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38-0471180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1155
Perimeter Center West
Atlanta,
Georgia
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30338
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
514-4100
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(Former
Name or Former Address, if Changed Since Last Report):
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N/A
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On March 17, 2009, Wendy’s
International Holdings, LLC (“Wendy’s Holdings”), a direct wholly owned
subsidiary of Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s Group”), Wendy’s
International, Inc. (“Wendy’s”), an indirect wholly owned subsidiary of
Wendy’s/Arby’s Group, Arby’s Restaurant Group, Inc. (“ARG”), an indirect wholly
owned subsidiary of Wendy’s/Arby’s Group, and Arby’s Restaurant Holdings, LLC
(“Arby’s Holdings”), an indirect wholly owned subsidiary of Wendy’s/Arby’s
Group, (Wendy’s Holdings, Wendy’s, ARG and Arby’s Holdings, collectively, the
“Borrowers”), entered into an increase joinder agreement (the “Increase
Joinder”) with Citicorp North America, Inc., The Huntington National Bank, Fifth
Third Bank, Wells Fargo Bank, National Association and Bank of America, N.A.,
providing for a $70 million increase in revolving credit
commitments.
The Increase Joinder was entered into
pursuant to Section 2.19 of the Amended and Restated Credit Agreement dated as
of July 25, 2005, as amended and restated as of March 11, 2009 (the “Credit
Agreement”), among the Borrowers, Triarc Restaurant Holdings, LLC, the Lenders
and Issuers party thereto, Citicorp North America, Inc., as administrative agent
and collateral agent (the “Administrative Agent”), Bank of America, N.A. and
Credit Suisse, Cayman Islands Branch, as co-syndication agents, Wachovia Bank,
National Association, SunTrust Bank and GE Capital Franchise Finance
Corporation, as co-documentation agents, and Citigroup Global Markets Inc., Banc
of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint
lead arrangers and joint book-running managers. The Increase Joinder
increases the revolving credit commitments under the Credit Agreement from $100
million to $170 million in the aggregate.
The foregoing summary is qualified in
its entirety by reference to the Increase Joinder, the form of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.
Citigroup Global Markets Inc. acted
as sole arranger for both the Credit Agreement amendment and restatement on
March 11, 2009 and the increased revolving credit commitments described
above. All of the lenders under the Increase Joinder or their
affiliates have from time to time provided investment banking, commercial
banking or other financial services to Wendy’s/Arby’s Group or its affiliates,
for which they received customary fees and commissions. The lenders under
the Increase Joinder or their affiliates may also provide these services to
Wendy’s/Arby’s Group or its affiliates from time to time in the
future.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
10.1
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Form of Increase Joinder dated as of March
17, 2009 among Arby’s Restaurant Group, Inc., Wendy’s International
Holdings, Inc., Arby’s Restaurant Holdings, LLC, Wendy’s International,
Inc., Citicorp North America, Inc., The Huntington National Bank, Fifth
Third Bank, Wells Fargo Bank, National Association and Bank of America,
N.A.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WENDY’S/ARBY’S
GROUP, INC.
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By: /s/ NILS H.
OKESON
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Nils
H. Okeson
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Senior
Vice President,
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Dated:
March 20, 2009 |
General
Counsel and Secretary
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EXHIBIT
INDEX
Exhibit Description
10.1
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Form of Increase Joinder dated as of March
17, 2009 among Arby’s Restaurant Group, Inc., Wendy’s International
Holdings, Inc., Arby’s Restaurant Holdings, LLC, Wendy’s International,
Inc., Citicorp North America, Inc., The Huntington National Bank, Fifth
Third Bank, Wells Fargo Bank, National Association and Bank of America,
N.A.
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