Wendy's International (WEN)

Acquisition of Deerfield in 2004

On July 22, 2004 the Company completed the acquisition of a 63.6% capital interest in Deerfield (the “Deerfield Acquisition”) for an aggregate cost of $94,907,000, consisting of payments of $86,532,000 to selling owners and expenses of $8,375,000, including expenses reimbursed to a selling owner. The Company acquired Deerfield with the expectation of growing the substantial value of Deerfield’s historically profitable investment advisory brand. Deerfield, through its wholly-owned subsidiary Deerfield Capital, is an asset manager and represents a business segment of the Company (see Notes 2 and 30).

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Triarc Companies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
December 31, 2006

The final allocation of the purchase price of Deerfield to the assets acquired and liabilities assumed is presented below at the end of this footnote under “Purchase Price Allocations of Acquisitions.” The Deerfield Acquisition resulted in $54,111,000 of goodwill (see Note 9), which will be fully deductible for income tax purposes and was assigned entirely to the Company’s asset management business segment. Such goodwill reflected the substantial value of Deerfield’s historically profitable investment advisory brand, as disclosed above, and the Company’s expectation of being able to further grow Deerfield’s asset management portfolio thereby increasing its asset management fee revenues. The acquired identifiable intangible assets, aggregating $34,227,000, principally include (1) asset management contracts for Funds of $17,720,000, (2) asset management contracts for CDOs of $14,508,000, (3) asset management computer software systems of $1,062,000 and (4) non-compete agreements of $846,000, and are all amortizable. Each of those amounts represents the Company’s 63.6% interest in the fair value of the respective intangible asset, as determined in accordance with an independent appraisal. The management contracts were valued using an income approach based on the present value of estimated net cash flows that these contracts are expected to generate in the future. Software technology was valued utilizing a replacement cost approach involving development costs, annual support costs and license fees and the associated timing of these costs. The non-compete contracts were valued using a lost revenues approach which is a type of income approach that involves present valued estimates of probable revenue losses if key individuals were to initiate a competing enterprise. The acquired identifiable intangible assets have a weighted average amortization period of approximately 11 years, reflecting a weighted average of approximately 12 years for the asset management contracts and approximately 4 years for the other intangible assets.

Deerfield’s results of operations, less applicable minority interests, and cash flows have been included in the accompanying consolidated statements of operations and cash flows commencing after the July 22, 2004 date of the Deerfield Acquisition.