Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Wendy's Co | d937480d8k.htm |
 © 2015 Quality Is Our Recipe, LLC Updated 2015 and Long-Term Outlook June 3, 2015 Exhibit 99.1 |
 © 2015 Quality Is Our Recipe, LLC DAVID POPLAR Vice President Investor Relations |
 Today’s Agenda CEO Overview Emil Brolick Revised Guidance Todd Penegor Q&A 3 |
 This presentation, and certain information that management may discuss in connection with this presentation,
contains certain statements that are not historical facts, including
information concerning possible or assumed future results of
our operations. Those statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (The “Reform Act”). For all forward-looking statements,
we claim the protection of the safe harbor for
forward-looking statements contained in the Reform
Act. Many important factors could affect our future results
and could cause those results to differ materially from
those expressed in or implied by our forward-looking statements. Such
factors, all of which are difficult or impossible to predict
accurately, and many of which are beyond our control, include but are not limited to those identified under the caption “Forward-Looking Statements” in our news release issued on June 3, 2015 and in
the “Special Note Regarding Forward-Looking
Statements and Projections” and “Risk Factors” sections of our most recent Form 10-K / Form 10-Qs. In addition, this presentation and certain information management may discuss in connection with this
presentation reference non-GAAP financial measures, such as adjusted
earnings before interest, taxes, depreciation and
amortization (or adjusted EBITDA), adjusted EBITDA margin and adjusted earnings per share. Adjusted EBITDA, adjusted EBITDA margin and adjusted earnings per share exclude certain expenses, net of
certain benefits. Reconciliations of non-GAAP financial measures to
the most directly comparable GAAP financial measures are
posted on www.aboutwendys.com. Forward-Looking Statements
and Non-GAAP Financial Measures
4 |
 © 2015 Quality Is Our Recipe, LLC EMIL BROLICK President & CEO |
 © 2015 Quality Is Our Recipe, LLC CLOSED ON SALE OF BAKERY; PRE-TAX PROCEEDS ~ $80M ANNOUNCING $850 MILLION SHARE REPURCHASE COMMENCING TODAY 6 ANNOUNCING $1.4 BILLION SHARE REPURCHASE PROGRAM UPDATING 2015 GUIDANCE AND LONG- TERM OUTLOOK COMPLETED $2.275 BILLION SECURITIZED FINANCING FACILITY ON JUNE 1 |
 © 2015 Quality Is Our Recipe, LLC TODD PENEGOR Chief Financial Officer |
 Recapitalization 8 |
 • Completed the Whole Business Securitization at ~ 6x Net Debt / 2014
Adjusted EBITDA (closed June 1)
• Previous senior secured credit agreement has been repaid (at par) Recapitalization Overview New Facilities (100% fixed rate) Previous Facilities (Fixed & variable rates) $2.275B ABS Term Facility $1.3B Term Loan Facility (A & B) $150M VFN (Variable Funding Note) $200M Revolving Credit Facility $2.425B WBS Facility (BBB Rating) $1.5B Bank Facility (BB- Rating) $100M 7% 2025 Debentures $100M 7% 2025 Debentures $2.525B Total Facilities $1.6B Total Facilities 9 |
 Bakery Update 10 |
 • Sale of bakery operations has closed • Pre-tax proceeds ~$80M • Expected after-tax proceeds ~$50M • Buyer has assumed pension fund obligations • 2014 EBITDA impact of ~$16M • 2014 EPS impact of ~$0.02 Bakery Update 11 IMPACT OF BAKERY SALE ON 2015 OUTLOOK Revised 2015 Adjusted EBITDA guidance: $375-$385M (Previous: $390-$400M)
Revised 2015 Adjusted EPS guidance: $0.31-$0.33 (Previous: $0.33 to
$0.35) |
 Share Repurchase Program 12 |
 • $15M remains on existing $100M authorization; plan to utilize by end of 2015
• New $1.4B share repurchase program approved through end of 2016: • ~$925M Net recap proceeds • ~$350M Estimated SO III after-tax proceeds • ~$50M Estimated bakery after-tax proceeds • ~$75M Cash from Operations + Cash on Balance Sheet through end of 2016
• Expected Share Repurchase Execution • $850M initial share repurchase + $550M additional share repurchase (Mechanism TBD) = $1.4B
• $850M share repurchase program • $639M Dutch Tender commencing today, June 3 • Entered into separate $211M stock purchase agreement with Trian Group
• Expect to utilize remaining $550M authorization by end of 2016 Share Repurchase Summary 13 |
 Revised 2015 and Long-Term Guidance 14 |
 2015 and Long-Term Guidance Adj. EPS Growth 10-17% High Single Digit High Single Digit Mid-to-High Teens CapEx $250-$260M $135-$145M $80-$90M ~$75M **Free Cash Flow ~$75M $100-$125M $200-$225M $250-$275M Adj. EPS Growth 10-17% High Single Digit High Teens >20% CapEx $240-$250M $130-$140M $75-$85M ~$70M **Free Cash Flow ~$25M $50-$75M $150-$200M $200-$250M 2015 2016 2017 2018 2015 2016 2017 2018 Q1 Earnings – May 6 *Revised Guidance 15 Revised 2015 Adjusted EBITDA guidance: $375-$385M (Previous: $390-$400M)
Revised 2015 Adjusted EPS guidance: $0.31-$0.33 (Previous: $0.33 to
$0.35) * Revised guidance includes the impact of the share
repurchase program, the recent refinancing and the sale of the Bakery operations. ** Free Cash Flow = Cash from operations less capital expenditures (Prior to any potential reinvestment). |
 16 System Optimization – Quality of Earnings Evolution 50% 50% 80% 20% 2012 (A) ~23% Co. Ownership 2017 (E) ~5% Co. Ownership Expect to have achieved cumulative G&A savings of ~$80 Million following the completion of SO III
Will have monetized ~70% of our 674 owned real estate
properties Rent &
Royalties
Company
Restaurants |
 Income and Growth Focus Utilize “Excess” Cash to Repurchase Shares 1 Dividend Growth in Line with Earnings 2 Invest in the Business 4 Leveraging Our Balance Sheet Improved Free Cash Flow Return Cash to Shareholders 3 5 Improvement in ROIC Over Time 17 5 |
 © 2015 Quality Is Our Recipe, LLC DAVID POPLAR Vice President Investor Relations |
 2015 Investor Relations Calendar: Key Dates June 22 Stifel Conference (Baltusrol, NJ) June 23 New York Road Show August 5 2Q Earnings Release September 10 CL King (NYC) Conference November 4 3Q Earnings Release November 17-18 Morgan Stanley Conference 19 |
 Important Information Regarding the Tender Offer This presentation is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of the Company’s common
stock. The
offer is being made solely by an Offer to Purchase and the related
Letter of Transmittal, as they may be amended or
supplemented. Stockholders and
investors are urged to read the Company’s commencement tender offer
statement on Schedule TO filed with the SEC on June 3,
2015 in connection with the offer, which includes as
exhibits the Offer to Purchase, the related Letter of Transmittal and other offer materials, as well as any amendments or supplements to the
Schedule TO when they become available, because they will contain
important information.
Each of these documents will be filed with the SEC, and investors may
obtain them for free at the SEC’s website (www.sec.gov) or from the Company’s information agent in connection with the offer. |
 Q&A 21 |
 22 |