Wendy's Company (the) · NASDAQ:WEN
Wendy's Company (the) — Wendy's/Arby's Group — Merger or Acquisition (June 2011)
12 slides from Wendy's Company (the)'s merger presentation, Jun 13, 2011
Slide 1: Strategic Alternatives Update
EXHIBIT 99.2 Strategic Alternatives Update June 13, 2011
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation may contain statements that are not historical facts, including, importantly, information concerning possible or assumed future results of our operations. Those statements constitute “forward-looking statements” within the meaning of the Private Securitie
Slide 3: Disclosure Regarding Non-GAAP Financial Measures
Disclosure Regarding Non-GAAP Financial Measures EBITDA is used by the Company as a performance measure for benchmarking against the Company’s peers and competitors. The Company believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other intereste
Slide 4: Transaction Summary
Transaction Summary Wendy’s/Arby’s Group announces definitive agreement to sell Arby’s to a buyer formed by Roark Capital Group Atlanta-based private equity firm that focuses on investing in franchise, brand management and restaurant companies Owner of McAlister’s Deli® and Focus Brands® (which incl
Slide 5: Estimated Transaction Value to Wendy's/Arby's
Estimated Transaction Value to Wendy’s/Arby’s ($ in Millions) Cash at closing (1) $130 18.5% retained common equity interest (2) 30 Income tax benefit (3) 80 Arby’s-related debt assumed by the buyer (4) 190 Estimated aggregate transaction value $430 1 Cash at closing is subject to post-closing adjus
Slide 6: Arby's Ownership
Arby's Ownership • At closing, Roark will: – Invest $180 million – Own a $180 million non-dividend paying preferred stock interest and an 81.5% common stock interest • Roark’s investment will be used to: – Pay the cash portion of the purchase price – Pay for buyer transaction expenses – Provide liqu
Slide 7: Transaction is Expected to be Accretive to Wendy's/Arby's Earnings
Transaction is Expected to be Accretive to Wendy’s/Arby’s Earnings • Elimination of Arby’s operating loss1 – $35 million for trailing 12 months ended April 3, 2011 • Elimination of Arby’s interest expense – Approximately $20 million for trailing 12 months ended April 3, 2011 • Proceeds to be used fo
Slide 8: Deleveraging the Balance Sheet
Deleveraging the Balance Sheet Pro Forma Q1 2011 Debt Q1 201 Pro Forma Pro Forma Adjustments Q1 2011 Cash $ 500 $ 130 1 $ 630 Total Debt 1,544 (190) 2 1,354 Net Debt $ 1,044 $ (320) $ 724 TTM Adjusted EBITDA $ 381 $ (53) 3 $ 328 Total Debt/TTM Adj. EBITDA 4.1x 4.1x Net Debt/TTM Adj. EBITDA 2.7x 2.2x
Slide 9: Wendy's Growth Initiatives – Summary
Wendy’s Growth Initiatives – Summary• Deliver “Real” brand positioning• Revitalize core menu• Introduce exciting, new products Expand breakfast• Modernize our facilities• Build new restaurants in the U.S.• Pursue global expansionAverage annual EBITDA growth of 10-15%, beginning in 2012
Slide 10: Appendix
WENDY'S ARBY'S Wee: SERVING FRESH IDEAS DAILY. Appendix
Slide 11: Calculation and Comparison of EBITDA and Reconciliation to Net Loss
Wendy’s/Arby’s Group, Inc. and Subsidiaries Calculation and Comparison of EBITDA and a Reconciliation of EBITDA to Net Loss (In Thousands) Twelve Months Ended (Unaudited) April 3, 2011 EBITDA $ 383,154 Depreciation and amortization (178,971) Impairment of long-lived assets (67,488) Operating profit
Slide 12: Calculation of Pro Forma Adjusted EBITDA
Calculation of Pro Forma Adjusted EBITDA1 (In Thousands) Twelve Months Ended (Unaudited) April 3, 2011 Adjusted EBITDA $ 381,151 Less: Arby’s adjusted EBITDA 52,670 Pro forma adjusted EBITDA $ 328,481 Segment Adjusted EBITDA Twelve Months Ended April 3, 2011 (In Thousands) Wendy's Arby's Unallocated
Wendy's/Arby's Group — Merger or Acquisition (June 2011) on 6ix