Wendy's issues $450M 5.422% notes; refinances near-term debt and amends indenture

Wendy's Co

Issued $450M Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2, due 2055 (anticipated 2032).
Proceeds to repay Series 2019-1 3.783% notes and 7% debentures maturing Dec 2025, plus fees and general corporate purposes.
Amended base indenture to increase flexibility on asset disposition proceeds and debt incurrence thresholds.
Notes secured by franchise agreements, real estate, and intellectual property of securitization entities; non-recourse to Wendy's parent.
Amended management agreement to allow greater debt incurrence by Company without leverage test.

item 1.01 item 2.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Wendy's Co amended Second Amended and Restated Base Indenture with Citibank, N.A. (effective 2025-12-15).

Action: amendment
Agreement: notes offering
Counterparty: Citibank, N.A.
Effective: 2025-12-15

Exact text from the filing

On December 15, 2025, the Master Issuer and the Trustee entered into the Second Amended and Restated Base Indenture for the purpose of amending certain provisions of the Amended and Restated Base Indenture dated as of April 1, 2022, between the Master Issuer and Citibank, N.A., as trustee and securities intermediary

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Wendy's Co entered into Second Amended and Restated Base Indenture with Citibank, N.A. valued at $450 million (effective 2025-12-15).

Action: entry
Agreement: notes offering
Counterparty: Citibank, N.A.
Value: $450 million
Effective: 2025-12-15

Exact text from the filing

The Notes were issued under a Second Amended and Restated Base Indenture dated as of December 15, 2025 (the “ Second Amended and Restated Base Indenture ”), between the Master Issuer and Citibank, N.A., as trustee (in such capacity, the “ Trustee ”) and securities intermediary

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Source: SEC EDGAR

accession 0001193125-25-321131

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