Wendy’s (WEN) – Odd Lot Tender Offer – $100 potential upside

Current Price – $11.27

Offer Price – $11.05 - $12.25

Upside – $97 or 9% (if the upper pricing limit is used)

Expiration date –  30 June 2015

SEC Filling

 

Summary:

Wendy’s Company is offering to purchase for cash shares of its common stock, par value $0.10 per share, pursuant to auction tenders at prices specified by the tendering stockholders of not less than $11.05 nor greater than $12.25 per share. Assuming that the Offer is fully subscribed, if the Purchase Price is determined to be $11.05 per share, the minimum Purchase Price under the Offer, the approximate number of shares that will be purchased under the Offer is 57.8 million. Assuming that the Offer is fully subscribed, if the Purchase Price is determined to be $12.25 per share, the maximum Purchase Price under the Offer, the approximate number of shares that will be purchased under the Offer is 52.2 million.

 

No proration for Odd Lot holders:

First, we will purchase all the Shares, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer;

 

Source of Funds:

The Offer is not subject to any financing condition. Assuming that the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $642.0 million. We intend to fund any purchase of shares pursuant to the Offer and the Trian Purchase, including the related fees and expenses, from cash on hand, including proceeds from the securitization financing and recapitalization completed by the Company on June 1, 2015 (details on recapitalisation available in the filling)