Wendy's 2012 Annual Report Download - page 49

• Quarterly cash dividends aggregating up to approximately $62.9 million as discussed below in “Dividends;”
and
• Potential stock repurchases of up to $100.0 million.
Based upon current levels of operations, the Company expects that cash flows from operations and available
cash will provide sufficient liquidity to meet operating cash requirements for the next 12 months.
Capitalization
Year End
2012
Long-term debt, including current portion ........................................ $1,457.6
Stockholders’ equity ......................................................... 1,985.9
$3,443.5
The Wendy’s Company’s total capitalization at December 30, 2012 increased $90.4 million from
$3,353.1 million at January 1, 2012 impacted principally by the following:
• The completion of the Credit Agreement, as further discussed below, which resulted in additional debt from
the $1,125.0 million Term Loan offset by the principal reductions of (1) the 2010 Term Loan of
$467.8 million and (2) the redemption and purchase of the outstanding Senior Notes of $565.0 million; and
• Dividends paid of $39.0 million.
Long-Term Debt, Including Current Portion
Year End
2012
Term Loan ................................................................ $1,114.8
6.20% senior notes .......................................................... 226.0
7% debentures ............................................................. 83.5
Capital lease obligations, excluding interest ....................................... 32.6
Other .................................................................... 0.7
Total long-term debt, including current portion ................................ $1,457.6
Except as described below, there were no material changes to the terms of any debt obligations since January 1,
2012. See Note 12 of the Financial Statements and Supplementary Data contained in Item 8 herein, for further
information related to our long-term debt obligations.
2012 Credit Agreement
On May 15, 2012, Wendy’s entered into a Credit Agreement, as amended, which includes a senior secured
term loan facility of $1,125.0 million and a senior secured revolving credit facility of $200.0 million and contains
provisions for an uncommitted increase of up to $275.0 million principal amount of the revolving credit facility
and/or Term Loan subject to the satisfaction of certain conditions. The revolving credit facility includes a sub-facility
for the issuance of up to $70.0 million of letters of credit.
The Term Loan was issued at 99.0% of the principal amount, representing an original issue discount of 1.0%
resulting in net proceeds of $1,113.8 million with draws on May 15, 2012 and July 16, 2012. The discount of
$11.3 million is being accreted and the related charge included in “Interest expense” through the maturity of the
Term Loan.
The Term Loan is due not later than May 15, 2019 and amortizes in an amount equal to 1% per annum of the
total principal amount outstanding, payable in quarterly installments which commenced on December 31, 2012, with
the remaining balance payable on the maturity date. In addition, the Term Loan requires prepayments of principal
amounts resulting from certain events and excess cash flow on an annual basis from Wendy’s as defined under the
Credit Agreement. An excess cash flow payment was not required for fiscal 2012. The revolving credit facility expires
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