Trian Partners, led by Nelson Peltz, disclosed in a new filing with the U.S. Securities and Exchange Commission that it has entered into a purchase agreement with Wendys Co (NASDAQ:WEN), which is commencing a “Dutch auction” tender offer to repurchase up to $639 million in common shares. Trian, together with its members and affiliates, holds 89.54 million Wendys Co (NASDAQ:WEN) shares, representing 24.63% of the company’s outstanding common shares. The filing indicates that the shares held by Trian Fund, 64.80 million, has remained unchanged since the fund’s 13F filing for the reporting period of March 31. Under the purchase agreement with Wendys Co (NASDAQ:WEN), Trian has agreed to sell a portion of its common shares to the company following completion of the tender offer.
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New York-based Trian is an activist hedge fund founded by Nelson Peltz, Peter W. May and Edward P. Garden in 2005. The fund has investors ranging from insurance companies to pension funds and university endowments. The value of Trian’s public equity portfolio at the end of the first quarter totaled $8.56 billion. Its top holdings, in terms of value, are represented by E I Du Pont De Nemours And Co (NYSE:DD), PepsiCo Inc. (NYSE:PEP), and Mondelez International Inc (NASDAQ:MDLZ).
Under an agreement with Wendys Co (NASDAQ:WEN), Trian will not tender or sell any of its shares during the forthcoming tender offer. The investor was requested by Wendys Co (NASDAQ:WEN) to not sell shares in the offer to maximize liquidity for other stockholders, to avoid impacting the purchase price received by stockholders participating in the tender offer, and to provide certainty regarding the hedge fund’s participation in the stock buyback program. At the same time, Wendys Co (NASDAQ:WEN) has agreed to purchase a pro rata amount of its shares back from Trian following the completion of the tender offer. These shares will be purchased at the price received by stockholders participating in the tender offer.