Add
WEN to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| WEN > SEC Filings for WEN > Form 8-K on 12-Mar-2009 | All Recent SEC Filings |
12-Mar-2009
Entry into a Material Definitive Agreement, Termination of a Material
On March 11, 2009, Wendy's International, Inc. ("Wendy's"), an indirect wholly owned subsidiary of Wendy's/Arby's Group, Inc.("Wendy's/Arby's Group"), Wendy's International Holdings, LLC ("Wendy's Holdings"), a direct 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, Wendy's Holdings and Arby's Holdings are collectively referred to as the "Borrowers"), entered into an amended and restated 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, 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, 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 "Credit Agreement"). The Credit Agreement amends and restates the credit agreement (the "Original Credit Agreement") among ARG, certain of its subsidiaries and affiliates, and the lenders parties thereto originally executed on July 25, 2005.
The Credit Agreement includes a senior secured term loan facility (the "Amended Arby's Term Loan"), which had approximately $384 million outstanding as of March 11, 2009 (net of approximately $9 million of debt under the Original Credit Agreement repurchased by Wendy's/Arby's Group in 2008), and a senior secured revolving credit facility of $100 million, and contains provisions for an uncommitted increase of up to $150 million principal amount in the aggregate in the revolving credit facility and/or term facility subject to the satisfaction of certain conditions, including without limitation, certain consent rights of the administrative agent. The revolving credit facility includes a subfacility for the issuance of letters of credit up to $50 million. The Amended Arby's Term Loan is due not later than July 25, 2012 and amortizes in the amount equal to 1% per annum of the initial principal amount outstanding, payable in quarterly installments through June 30, 2011, with the balance payable in the final year in four equal quarterly payments. The revolving credit facility expires not later than July 25, 2011. As of March 11, 2009, approximately $26.2 million of loans were outstanding under the revolving credit facility and letters of credit in the aggregate amount of approximately $35.1 million were issued under the Credit Agreement. The revolving credit facility will be used for working capital and other general corporate purposes.
The obligations under the Credit Agreement are secured by a perfected first priority security interest in substantially all of the non-real estate assets of the Borrowers and their domestic subsidiaries, including all inventory, accounts receivable, rights under franchise agreements, other tangible and intangible assets, the stock of domestic Restricted Subsidiaries (as defined in the Credit Agreement), and 65% of the stock of certain foreign subsidiaries of the Borrowers, as well as by mortgages on certain restaurant properties, in each case subject to certain limitations and exceptions. The obligations under the Credit Agreement are also guaranteed by substantially all of the domestic subsidiaries of the Borrowers, other than Unrestricted Subsidiaries (as defined in the Credit Agreement). The terms of the security interest in personal property are set forth in the related Pledge and Security Agreement.
A facility fee of 50 basis points will be payable quarterly on the average
unused amount of the revolving credit facility until the maturity date. The
Amended Arby's Term Loan and amounts borrowed under the revolving credit
facility bear interest at the Borrowers' option at either (i) Eurodollar Base
Rate (as defined in the Credit Agreement) but not less than 2.75% plus 4.00% or
(ii) the Base Rate (as defined in the Credit Agreement), which is the higher of
the interest rate announced by the administrative agent for the Credit
Agreement as its base rate and the Federal funds rate plus 0.50% (but not less
than 3.75%), in either case plus 3.00%.
The Credit Agreement contains customary provisions protecting the lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law and from the imposition of or changes in withholding or other certain taxes and indemnifying the lenders for "breakage costs" incurred in connection with, among other things, any prepayment of a eurodollar loan on a day other than the last day of an interest period with respect thereto.
Mandatory prepayments of the credit facilities will be required upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. Loans must also be prepaid from Excess Cash Flow (as defined in the Credit Agreement) in percentages determined by the leverage ratio.
The representations, covenants, and events of default in the Credit Agreement are customary for financing transactions of this nature. Upon the occurrence of . . .
In connection with the execution of the Credit Agreement described in Item 1.01 above the credit agreement entered into dated January 14, 2009, among Wendy's International, Inc., Wendy's Holdings and JPMorgan Chase Bank, N.A., as Administrative Agent, and other lenders, was terminated effective March 11, 2009 and all amounts outstanding under that agreement were paid in full.
The information set forth in Item 1.01 of this Report, other than the penultimate paragraph thereof, is incorporated by reference into this Item 2.03.
On March 12, 2009, Wendy's/Arby's Group issued a press release announcing the execution of the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.
(d) Exhibits 10.1 Amended and Restated Credit Agreement dated as of July 25, 2005, as amended and restated as of March 11, 2009, by and between Wendy's International, Inc., Wendy's International Holdings, LLC, Arby's Restaurant Group, Inc., and Arby's Restaurant Holdings, LLC, (collectively the "Borrowers") among the Borrowers, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as administrative agent and collateral 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, Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running managers. 10.2 Pledge and Security Agreement dated as of July 25, 2005 and amended and restated as of March 11, 2009, by and between Wendy's International, Inc., Wendy's International Holdings, LLC, Arby's Restaurant Group, Inc., and Arby's Restaurant Holdings, LLC, and Citicorp North America, Inc., as Collateral Agent. 99.1 Press release issued by Wendy's/Arby's Group dated March 12, 2009. |
|
|