13D Filing: Trian Partners and Wendy’s Co (WEN)

1

Stock Purchase Agreement dated as of October 1, 1992 by and between the Purchaser, Posner, Posner Trust and Security Management.

Filed with Original Statement

2

Exchange Agreement dated as of October 12, 1992 between the Company and Security Management.

Filed with Original Statement

3

Agreement dated as of October 1, 1992 between the Company and the Purchaser.

Filed with Original Statement

4

Agreement of Limited Partnership of the Purchaser dated as of September 25, 1992.

Filed with Original Statement

5

Joint Filing Agreement of the Purchaser, Peltz and May.

Filed with Amendment No. 14

6

Memorandum of Understanding, dated January 21, 1993, by and between the Purchaser and William A. Ehrman, individually and derivatively on behalf of SEPSCO.

Filed with Amendment No. 2

7

Letter dated January 25, 1993 from Steven Posner to the Purchaser Filed with Amendment (including proposed terms and conditions of Consulting Agreement to be No. 2 entered into between the Company and Steven Posner).

Filed with Amendment No. 2

8

Undertaking and Agreement, dated February 9, 1993, executed by the Purchaser.

Filed with Amendment No. 3

9

Amendment No. 3 dated as of April 14, 1993 to Agreement of Limited Partnership of the Purchaser.

Filed with Amendment No. 4

10

Citibank Loan Documents (Exhibits and Schedule omitted).

Filed with Amendment No. 4

11

Republic Loan Documents (Exhibits and Schedules omitted).

Filed with Amendment No. 4

12

Pledge and Security Agreement, dated as of April 5, 1993, between the Purchaser and Citibank.

Filed with Amendment No. 5

13

Custodial Loan Documents.

Filed with Amendment No. 5

14

Agreement, dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon Kalvaria.

Filed with Amendment No. 6

15

Amended and Restated Pledge and Security Agreement, dated as of July 25, 1994 between the Purchaser and Citibank.

Filed with Amendment No. 6

16

Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited Partnership of the Purchaser.

Filed with Amendment No. 7

17

Amendment No. 2 dated as of March 1, 1993 to Agreement of Limited Partnership of the Purchaser.

Filed with Amendment No. 7

18

Amendment No. 4 dated a January 1, 1995 to Agreement of Limited Partnership of the Purchaser.

Filed with Amendment No. 7

19

Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited Partnership of the Purchaser.

Filed with Amendment No. 7

20

BOA Loan documents, as amended (Exhibits and Schedules omitted).

Filed with Amendment No. 22

21

Letter, dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. May to the Company.

Filed with Amendment No. 8

22

Press release, issued by the Company, dated October 12, 1998.

Filed with Amendment No. 8

23

Letter, dated October 12, 1998, from the Company to Messrs. Nelson Peltz and Peter W. May.

Filed with Amendment No. 8

24

Press release issued by the Company, dated March 10, 1999.

Filed with Amendment No. 9

25

Amended and Restated Agreement of Limited Partnership of the Purchaser, amended and restated as of November 11, 2002.

Filed with Amendment No. 11

26

Pledge Agreement dated April 2, 2001, made by Peltz Family Limited Partnership, in favor of Bank of America, N.A.

Filed with Amendment No. 13

27

Pledge and Security Agreement dated April 2, 2003, made by Peter W. May, in favor of Bank of America, N.A. (Schedule II omitted).

Filed with Amendment No. 13

28

Voting Agreement, dated June 26, 2004, by and among Messrs. Nelson Peltz, Peter W. May and Gregory H. Sachs.

Filed with Amendment No. 18

29

Voting Agreement dated July 23, 2004, between Messrs. Nelson Peltz and Peter W. May.

Filed with Amendment No. 19

30

Pledge and Security Agreement dated July 23, 2004, made by Nelson Peltz, in favor of Bank of America, N.A., as amended (Schedule I omitted).

Filed with Amendment No. 22

31

Amendment No. 1 to Pledge and Security Agreement dated July 23, 2004, made by Peter W. May, in favor of Bank of America, N.A.

Filed with Amendment No. 19

32

Agreement and Plan of Merger, dated April 23, 2008, by and among Triarc, Wendy’s and Green Merger Sub.

Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008.

33

Voting Agreement, dated as of April 23, 2008, by and among the Company, Nelson Peltz and Peter W. May.

Incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008.

34

Joint Filing Agreement of the Filing Persons.

Filed with Amendment No. 25.

35

Amended and Restated Voting Agreement, dated as of August 14, 2008, by and among the Company, Nelson Peltz and Peter W. May.

Incorporated by reference to Annex J to the Company’s Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on August 20, 2008.

36

Joint Filing Agreement of the Filing Persons.

Filed with Amendment 28.

37

Amendment No. 1 to Agreement, dated as of April 1, 2009, by and among the Company, Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden.

Filed with Amendment 35.

38

Agreement dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.

Filed as Exhibit (d)(6) to the Combined Schedule TO and Amendment 30 to Schedule 13D.

39

Agreement dated December 1, 2011 by and between The Wendy’s Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.

Filed with Amendment 39.

40

Joint Filing Agreement of the Filing Persons.

Filed with Amendment 40.

41

Partial Release and Fourteenth Omnibus Amendment, dated as of August 18, 2014, to the Amended Documents referred to therein by and among Peter W. May, Leni May and Bank of America, N.A.

Filed with Amendment 43.

42

Partial Release and Eighth Omnibus Amendment, dated as of September 17, 2014, to the Amended Documents referred to therein by and among Nelson Peltz, Claudia Peltz and Bank of America, N.A.

Filed with Amendment 43.

43

Stock Purchase Agreement dated June 2, 2015 between the Company and the persons listed on Schedule I thereto.

Filed with Amendment 44.

44

Joint Filing Agreement of the Filing Persons.

Filed with Amendment 50.