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WEN > SEC Filings for WEN > Form 8-K/A on 21-Feb-2014All Recent SEC Filings

Show all filings for WENDY'S CO

Form 8-K/A for WENDY'S CO


21-Feb-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit


ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On February 17, 2014, Wendy's International, LLC ("Wendy's"), an indirect wholly-owned subsidiary of The Wendy's Company (the "Company"), completed the sale of certain assets used in the operation of 70 Wendy'sŪ restaurants in the Dallas, Texas area to MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd. (collectively, "MUY") pursuant to the terms of an Asset Purchase Agreement (the "Agreement") dated as of January 31, 2014 for $32.4 million (subject to customary purchase price adjustments) plus initial franchise fees. The Agreement also includes fees for the right to develop Wendy's restaurants in the future in the Dallas, Texas area. On February 18, 2014, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission which announced the completion of the sale.

This Form 8-K/A amends the Current Report on Form 8-K filed on February 18, 2014 to provide the pro forma financial information required by Item 9.01 of Form 8-K, which was not previously filed with the Form 8-K on February 18, 2014.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 18, 2014.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 and unaudited pro forma condensed consolidated statements of operations of The Wendy's Company for the nine months ended September 29, 2013 and the year ended December 30, 2012, including notes to the unaudited pro forma condensed consolidated financial statements, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

(d)     Exhibits

Exhibit No.                              Description
    2.1     Asset Purchase Agreement by and among Wendy's International, LLC, as
            seller, MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd., as
            purchasers, and James H. Bodenstedt, as guarantor, dated as of
            January 31, 2014, incorporated herein by reference to Exhibit 2.1 of
            The Wendy's Company Current Report on Form 8-K filed on February 18,
            2014 (SEC file No. 001-02207).
   99.1     The unaudited pro forma condensed consolidated balance sheet as of
            September 29, 2013 and the unaudited pro forma condensed consolidated
            statements of operations of The Wendy's Company for the nine months
            ended September 29, 2013 and the year ended December 30, 2012,
            including notes to the unaudited pro forma condensed consolidated
            financial statements.


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