The fast-food chain’s former chairman and one of its largest franchisees have offered $7.35 per share for the struggling fast-food chain.

Nelson Peltz’s off-again, on-again consideration of a Wendy’s take-private deal is apparently on again.

Trian Fund Management, the activist investor’s hedge fund, has made a $1.4 billion offer for the struggling fast-food chain, according to a regulatory filing on Wednesday, or $7.35 per share. Mega-franchisee Flynn Group is working with Peltz on the deal, as are investment firms BlueFive Capital and Sixth Street Partners.

The news sent the company’s share price up more than 15% in premarket trading.

Wendy’s in a statement on Wednesday said that it has formed a committee featuring board members who are not affiliated with Trian to evaluate the proposal. The company has hired Morgan Stanley as a financial adviser and the legal adviser Simpson Thacher and Bartlett. “Under Bob Wright’s leadership as president and chief executive officer, Wendy’s is moving with urgency and has identified core strategic areas of focus to improve performance and accelerate the business,” the company said in its statement.

As much as anything, the offer demonstrates just how far Wendy’s has fallen over the past couple of years. While the acquisition price represents a 20% premium off the company’s closing price on Tuesday, it still represents a 10% decline from the share price at the beginning of the year.

Peltz spent 17 years as Wendy’s chairman before stepping down in 2024 and has been the chairman emeritus since then. He has twice publicly explored an acquisition in recent years, first in 2022, then again in 2026, when Trian disclosed in a regulatory filing that it was talking with financiers about a potential deal. Those reports initially indicated Flynn’s role in the group seeking to take the company private.

Peltz and Trian control more than 16% of Wendy’s stock. The filing indicated that the offer was subject to negotiation.

The brand has struggled in recent years, struggles that appeared to begin with a 2023 restructuring that followed Peltz’s initial attempt at an acquisition, which was followed by the unexpected replacement of CEO Todd Penegor in early 2024.

Kirk Tanner, the chosen replacement, lasted 18 months before he left to take a job with Hershey’s. The company spent about nine months without a chief executive before Wendy’s hired longtime former executive Wright to be CEO.

The chain’s same-store sales have declined six straight quarters, including a 7.9% decline in the second quarter, when traffic was down 12.5%.

UPDATE: This story has been updated to add a comment from Wendy’s.

Source https://www.nrn.com/mergers-acquisitions/nelson-peltz-and-greg-flynn-make-a-1-4b-offer-for-wendy-s