Wendy's/Arby's Group (NYSE: WEN) has finally smoked out a buyer for its roast beef sandwich chain.

Roark Capital, an Atlanta-based private equity firm, will be gobbling down an 81.5% stake in Arby's. Wendy's is valuing this as a $430 million transaction, though it's not as if Roark is forking over that kind of money.

The new majority stakeholder in Arby's is only paying $130 million in cash and assuming $190 million in debt. The balance comes from the 18.5% stake that Wendy's is retaining carrying a value of $30 million and an $80 million income tax benefit that the sale will trigger.

On the surface, it's easy to see why Arby's is getting the boot. Store-level sales have been sluggish, the restaurant count is declining, and the competition is getting smarter.

However, the same can be said for Wendy's itself. Both chains have been shrinking in recent years, though Wendy's did finally manage to open more units than were closed down last year. That's the first time that's happened in a long time.
















 Source: 2010 annual report.

Arby's has been toast since Subway began installing TurboChef ovens to offer warm sandwiches. It has also paid the price of Panera Bread (Nasdaq: PNRA) raising the bar on the quality of premium sandwiches.

The problem is that Wendy's -- which accounts for more than two-thirds of the company's revenue -- isn't really in a much better competitive position.

McDonald's (NYSE: MCD) has held up well through its reinvigorated line of premium beverages that now includes specialty coffee drinks, smoothies, and raspberry lemonade slushies. Wendy's? Not so much. Beyond upgrading its fries last year and planning a line of premium burgers to roll out later this year, there is little reason to be optimistic here. Wendy's, after all, is the only one of the three burger giants to fumble away its breakfast opportunity.

The new style of burger, called Dave's Hot 'n Juicy burger, will be officially introduced later this year, but the premium burger market is no longer limited to Red Robin (Nasdaq: RRGB) and Luby's (NYSE: LUB) Fuddruckers.

In-N-Out is growing from its Western roots, expanding into Texas last month. Five Guys is looking to add about 300 new locations this year alone. We also have ritzier gourmet burger joints opening up all over the country.

Wendy's could be selling the wrong chain if the burger invasion continues to nibble at its dwindling market share.

What will it take to turn Wendy's around? Share your thoughts in the comment box below.