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): June 1, 2017 (May 31, 2017)
THE WENDY’S COMPANY
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-2207 | 38-0471180 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Dave Thomas Boulevard, Dublin, Ohio | 43017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (614) 764-3100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On May 31, 2017, through a series of transactions, a subsidiary of NPC International, Inc. (“NPC”), an existing franchisee of The Wendy’s Company (the “Company”), acquired 140 Wendy’s® restaurants, primarily in the Maryland, Virginia and Washington, D.C. markets, which were previously operated by DavCo Restaurants, LLC. As part of the transaction, NPC has agreed to remodel 90 acquired restaurants in the Image Activation format by the end of 2021 and build 15 new Wendy’s restaurants by the end of 2022. Prior to closing, seven restaurants located in these markets were closed.
The Company received franchise fees of $6.4 million upon the closing of the transaction, which will be recorded as revenue. The Company expects to report a pre-tax loss on the transaction in its Quarterly Report on Form 10-Q for the fiscal quarter that will end on July 2, 2017. The expected loss will be recorded to “System optimization losses (gains), net” in the Company’s consolidated statements of operations. The amount of the loss is not estimable at this time. Net cash used by the Company in the two transactions at closing was approximately $15.3 million, exclusive of franchise fees. The Company expects to incur an additional cash disbursement of approximately $5 million following the completion of the post-closing reconciliation within 60 days of closing.
The information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE WENDY’S COMPANY | ||||||||
| Date: | June 1, 2017 | By: | /s/ Dana Klein | |||||
| Dana Klein | ||||||||
| Senior Vice President – Corporate and Securities Counsel, and Assistant Secretary | ||||||||