Trian Partners, which holds a 19.4 percent stake in Wendy’s, has begun exploring a deal with the burger chain that could include an acquisition or merger, per a securities filing.
The activist hedge fund—Wendy’s largest shareholder—said it’s advised the chain’s board it intends to explore and evaluate a potential deal alone or with third parties, in an effort to “enhance shareholder value.” That covers a wide array of options. “Such initiatives may include recommendations relating to the company’s strategic direction, operations, capital or organizational structure, technology, unit development strategy, product offerings, talent development and retention strategies, capital allocation and dividend policies, and corporate governance [such as the composition of the company’s board or management, changes to the company’s organizational documents and executive compensation design],” the filing said.
In regard to a transaction, Trian said it could include an acquisition, business combination, such as a merger, consolidation, tender offer or similar deal, or other “transaction that would result in the acquisition of control of the company by the filing persons and/or their affiliates …”
The news, which could result in Wendy's going private, bumped the brand’s shares 17 percent in after-hours trading Tuesday.
Trian is led by billionaire founders Nelson Peltz, Peter May, and Ed Garden. Peltz serves as chairman of Wendy’s board, while May is the vice chairman. Matthew Peltz, Peltz’s son who also works at Trian, is a board member as well.
Peltz has been a Wendy’s director since 2008. Trian, founded in 2005, invested in Wendy’s that year (then Wendy’s International, Inc.; today it’s The Wendy’s Company).
Wendy’s released a statement on the filing saying it would carefully review any proposal submitted by Trian.
“As demonstrated by our recent first quarter results, we continue to make meaningful progress against our three strategic growth pillars, reinforcing the strength and resiliency of the Wendy's brand and driving robust AUV and sales increases,” the company said. “We remain focused on achieving our vision of becoming the world's most thriving and beloved restaurant brand."
By December 2005, Trian had acquired about 5.5 percent of Wendy’s stock and options, and released a white paper outlining steps it felt would jumpstart sales, including about $200 million in annual savings from corporate overhead. Also, there was a push brewing for Wendy’s to spin off Tim Hortons and sell its ancillary chains, including Baja Fresh, which it did in 2006.
Peltz, at that point, had been chairman and chief executive of Triarc for a decade. Earlier the same year, Triarc announced plans to realign the company and divide it into separate businesses—Arby’s and a firm that would control an alternative asset management business.
Meanwhile, Peltz said was starting a private investment company called Trian.
Following the spin-off of Tim Hortons, Triarc, then-parent company of Arby's Restaurant Group, merged with Wendy's in 2008, a move that resulted in Peltz becoming Wendy’s biggest shareholder. The merger lasted less than three years. Wendy’s dealt Arby's to Roark Capital Group in 2011.
After selling control of the Arby’s brand in mid-2011, Wendy’s ignited an image activation program a year later. As of Q1, roughly 75 percent of the chain’s 7,000 global units were updated.
Wendy’s launched a refranchising strategy in 2013. Come 2014, the company introduced a resource realignment initiative targeted at reducing G&A expense by $30 million and realigning resources toward technology and development. Three years later, Wendy’s committed to driving G&A to 1.5 percent of system sales, or another $30 million of savings.
Digital growth got a $25 million bump in 2018 (digital presently mixes about 10 percent of sales) and breakfast arrived in March 2020.
Trian said in this week’s filing it’s retained advisers to evaluate the aforementioned options.
Wendy’s, valued at $3.6 billion, according to Reuters, has seen its share price fall about 32 percent from January to Tuesday’s close ($16.27).
To Wendy’s statement on recent results, the brand grappled with negative guest counts in Q1 as winter weather and Omicron softened trends. U.S. same-store sales gained 1.1 percent against 2021’s lap of 13.5 percent. Globally, the chain achieved its second consecutive period of double-digit two-year comps at 15.4 percent following “one of our best quarters of all time in the prior year,” CEO Todd Penegor said at the time.
It marked an acceleration versus Wendy’s Q4 on a two-year basis. Internationally, the chain’s same-store sales gained 14.1 percent, which helped push the systemwide figure to 2.4 percent. Wendy’s also opened a net of 67 locations (45 domestic) as it tracks toward unit growth of 5–6 percent for the year. The growth figure was a significant bump from Q1 2021 when Wendy’s expanded by a net of 10 stores, including four stateside.
But like much of the sector, inflation reared through Q1 as corporate restaurant margins fell to 11.6 percent of sales (versus 17 percent a year earlier).
Wendy’s was able to partially stem pressure with higher checks driven by pricing, CFO Gunther Plosch said in Q1’s earnings recap, which was “just below food-away-from-home inflation of 5–6 percent.” McDonald's was at about 8 percent last quarter.
Wendy’s expects company-operated restaurant margins of 14.5–15.5 percent for the year thanks to commodity inflation it believes will run in the mid-teens for the full calendar. Pricing at Wendy’s will lift from mid-single, as guided earlier in the year, to mid- to high-single digits.
Penegor said, despite negative traffic, Wendy’s stretched its streak of growing or maintaining category burger dollar share to 11 quarters.
Breakfast accounted for about 7 percent of sales in Q1, down from 7.8 percent in Q4 2021 and 7.3 percent throughout last year. Average weekly breakfast sales came in at $2,500 per restaurant.
Revenues in Q1 climbed 6.2 percent to $488.6 million. Net income slid 9.6 percent to $37.4 million