Blackwells Urges Wendy's Board to Reject Peltz's $7.35-a-Share Bid

A Wendy's shareholder wants the board to reject Trian Fund Management's $1.4 billion buyout offer, calling the $7.35-per-share bid an insider-driven attempt to buy the chain "at the bottom" of its own making. Blackwells Capital, a New York-based investment firm holding shares in the fast-food company, laid out its case in a statement that attacks both the price and the process — and it's threatening a proxy fight if the deal advances on current terms.

The bid itself comes from an insider-heavy group. Trian, the hedge fund run by Nelson Peltz, joined with mega-franchisee Greg Flynn and two investment firms to offer $7.35 per share. That's roughly 10% below where Wendy's stock traded at the start of the year.

Blackwells argues that discount isn't a coincidence. Peltz chaired Wendy's board for 17 years, still holds the chairman emeritus title, and stepped down as chairman only in 2024. His partner Peter May and his son Matthew Peltz both sit on the company's board.

What conditions did Trian preside over?

Blackwells' indictment of the Peltz era is blunt. In its statement, the firm listed the wreckage: "Wendy's has cycled through four chief executives in under three years, cut its dividend by 72%, posted six consecutive quarters of declining same-store sales, watched its largest franchisee enter bankruptcy, and surrendered the No. 2 position in American burgers."

Four CEOs in under three years. Six straight quarters of negative same-store sales. A dividend slashed by nearly three-quarters. And the loss of the No. 2 burger spot in America — a market-position fact that carries direct operator economics, since slipping behind a rival in the burger category typically means losing traffic, scale leverage with suppliers, and advertising-fund heft to McDonald's and the ascendant challenger.

"These are not conditions Trian discovered," Blackwells said. "They are conditions Trian presided over. This is an offer by the company's longest tenured fiduciary to purchase, at the bottom, the consequences of his own disastrous tenure."

How did the stock get under $7?

The timeline matters to Blackwells' argument. In February, Peltz revealed he was exploring a purchase of the chain. Reports over the summer said he was working with Flynn and other groups on a deal, and Wendy's shares soared past $9. Then, in late August, Peltz and Trian backed off, opting against the purchase.

What followed, according to Blackwells, was the stock's steepest plunge since March 2020. Shares fell another 20% and never recovered. With the stock under $7, Trian circled back with a bid — at $7.35.

Blackwells contends Wendy's shareholders "are entitled to a process that tests whether $7.35 is what Wendy's is worth."

What does the deal's structure change for outside shareholders?

Two structural features drew fire. First, Trian proposes to keep the 16.3% of Wendy's shares it already owns rather than sell on the same terms as everyone else. That means the transaction can close with less shareholder support than a clean buyout would require. Second, Blackwells notes there's no condition ensuring the sale gets approved by a majority of the shareholders being bought out.

Wendy's has formed a special committee to evaluate the offer and hired Morgan Stanley as a financial adviser. Blackwells doubts the committee can be genuinely independent.

"Mr. Peltz chaired this board for 17 years and has sat on it for more than three decades," the firm said. "Every current director was either nominated to a board he led or has served for years alongside the directors he installed. Independence is a matter of relationships, not of committee charters, and a committee drawn from this boardroom is not independent of Trian in any sense that matters."

What price would Blackwells accept?

The firm set a specific floor: $17 per share. That matches the price at which Trian last sold Wendy's shares, in 2019 — roughly 2.3 times the current offer.

Jason Aintabi, chief investment officer at Blackwells, didn't mince words in a statement sent to Nation's Restaurant News. "Seventeen years of Nelson Peltz's chairmanship left Wendy's with a board seated by nepotism and cronyism, four CEOs in under three years, and a dividend cut of 72%," Aintabi said. "That is not a company being run to win. It is a company being run to be sold. Mr. Peltz will not be permitted to buy back his own wreckage at $7.35 — or any price that is not a premium to the more than $17 his funds collected in their last reported sale of Wendy's stock. That is the floor. Anything beneath that is not an offer, it is an appraisal of what he mistakenly believes the public will tolerate."

Blackwells wants any transaction involving Peltz to carry protections against an insider takeover, and it wants a deal that tests Wendy's value with outside buyers. The firm said it "intends to pursue every avenue available to shareholders, within the proxy process, the company's documents, and applicable law, to ensure that this transaction does not proceed on these terms."

The special committee's evaluation, and whether it survives a contested proxy season, now determines whether Wendy's shareholders see $7.35 — or a number that begins with a 1.