WEN » Topics » Atlanta, GA, December 21, 2007

This excerpt taken from the WEN 8-K filed Dec 27, 2007.
Atlanta, GA, December 21, 2007 – In connection with its corporate restructuring, Triarc Companies, Inc. (NYSE: TRY; TRY.B or “Triarc”) announced today that the previously announced sale of Deerfield & Company LLC (“Deerfield”) to Deerfield Triarc Capital Corp. (NYSE: DFR or “DFR”) has been completed. As previously announced DFR will discontinue the use of “Triarc” in its name and will be known as Deerfield Capital Corp.

          Triarc received total nominal consideration of approximately $145 million, consisting of approximately $48 million in senior secured notes, approximately 9.6 million shares of DFR convertible preferred stock (having a liquidation value of $10.00 per share and a value of $8.21 per share based on the current market value of DFR’s common stock as of the close of business on December 20, 2007), in consideration for its interest in Deerfield. Triarc also received approximately 206,000 shares of DFR common stock (having a current market value of approximately $1.7 million) previously

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owned by Deerfield. Each share of DFR preferred stock will be convertible into one share of DFR common stock upon receipt of DFR stockholder approval of the issuance of the underlying common stock. It is currently expected that a DFR shareholder meeting will be held in the first quarter of 2008. The DFR shares to be owned by Triarc following the closing of the transaction would represent approximately 16% of DFR’s outstanding common stock on an as converted basis.

          Triarc also said that alternatives for the shares of DFR convertible preferred stock as well as the underlying DFR common stock to be received by Triarc in the transaction are under review.

          Triarc is a holding company and, through its subsidiaries, is the franchisor of the Arby's restaurant system. The Arby's restaurant system is comprised of approximately 3,600 restaurants, of which, as of September 30, 2007, 1,097 were owned and operated by our subsidiaries.

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Notes to Follow

 

 

 

 

 

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This excerpt taken from the WEN 8-K filed Dec 18, 2007.
Atlanta, GA, December 18, 2007 – In connection with its corporate restructuring, Triarc Companies, Inc. (NYSE: TRY; TRY.B or “Triarc”) announced today that a definitive agreement has been entered into pursuant to which Deerfield Triarc Capital Corp. (NYSE: DFR or “DFR”) will acquire Deerfield & Company LLC (“Deerfield”), a Chicago-based fixed income asset manager in which Triarc owns a majority interest and which, through a subsidiary, externally manages DFR. The sale is expected to be completed prior to year-end 2007, subject to satisfaction of customary closing conditions.

The total nominal consideration to be received by Triarc and other members of Deerfield is approximately $225 million, consisting of approximately $75 million aggregate principal amount of five-year senior secured notes bearing an initial interest rate of LIBOR plus 500 basis points and 15 million shares of newly issued DFR

 



 

convertible preferred stock (having a liquidation value of $10.00 per share and a value of $7.06 per share based on the current market value of DFR’s common stock as of the close of business on December 17, 2007). In addition, the sellers will receive a distribution of approximately 329,000 shares of DFR common stock currently owned by Deerfield (having a current market value of approximately $2.3 million).

Accordingly, Triarc expects to receive total nominal consideration of approximately $145 million, consisting of approximately $48 million in senior secured notes, approximately 9.6 million shares of DFR convertible preferred stock (having a liquidation value of $10.00 per share and a value of $7.06 per share based on the current market value of DFR’s common stock as of the close of business on December 17, 2007), in consideration for its interest in Deerfield. Triarc will also receive approximately 205,000 shares of DFR common stock (having a current market value of approximately $1.5 million) currently owned by Deerfield. Each share of DFR preferred stock will be convertible into one share of DFR common stock upon receipt of DFR stockholder approval of the issuance of the underlying common stock. It is currently expected that a DFR shareholder meeting will be held in the first quarter of 2008. The DFR shares to be owned by Triarc following the closing of the transaction would represent approximately 16% of DFR’s outstanding common stock on an as converted basis. In connection with the transaction, Nelson Peltz, Triarc’s Chairman resigned from the DFR Board of Directors, and Peter W. May, Vice Chairman of Triarc, was elected to fill the vacancy created by Mr. Peltz’s resignation. Following the consummation of the transaction, DFR will discontinue the use of “Triarc” in its name and will be renamed Deerfield Capital Corp.

Following the sale of Deerfield, Triarc’s sole operating business will be the Arby’s® restaurant business. Triarc, through its subsidiaries, is the franchisor of the

 

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Arby's restaurant system and the owner and operator of over 1,000 Arby’s restaurants. There are approximately 3,600 Arby’s restaurants worldwide.

Commenting on the sale of Deerfield, Roland C. Smith, Triarc’s Chief Executive Officer, said: “We are proud of what we have accomplished with Deerfield and believe we have realized substantial value from this investment.”

Smith added: “We have worked diligently to prepare for the day when Triarc will be a ‘pure play’ restaurant company. Now that our corporate restructuring is about to be accomplished, we believe that Arby’s will be able to significantly increase value through both organic growth and the acquisition of other restaurant companies.”

               Since Triarc’s acquisition of its interest in July 2004 for a fair value of approximately $86.5 million excluding transaction expenses, Deerfield has significantly expanded its investment advisory platform. Today, with offices in Chicago, New York and London, Deerfield is an SEC-registered fixed income alternative asset manager with strong growth potential. Deerfield specializes in credit and structured investment solutions and products, with teams dedicated to government arbitrage, bank loans, asset-backed securities, corporate debt securities, real estate and leveraged finance. In addition, since July 2004, assets under management have grown from approximately $8.1 billion to approximately $15.4 billion (including $718 million of assets relating to DFR) as of November 1, 2007.

The combination of DFR with Deerfield creates a well-positioned publicly traded fixed income alternative asset manager. By internalizing its investment manager, DFR effectively aligns interests, diversifies and expands its revenue and fee income stream without the payment of management and related incentive fees and provides immediate opportunity to create an efficient, lower costing operating structure, thus creating the potential for significant capital appreciation for DFR shareholders through increased

 

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earnings, higher return on equity (ROE) and multiple expansion. This combination, furthermore, is expected to enhance Deerfield’s brand positioning in the alternative investments marketplace, thereby providing DFR with potentially greater access to both additional capital and new talent.

The sale of Deerfield to DFR was the result of an extensive sale process and provides Triarc shareholders with the potential opportunity to participate in the future growth of the combined DFR/Deerfield business. As previously announced, in October 2007, the parties mutually terminated a prior April 2007 acquisition agreement because of instability in the credit markets and DFR’s inability to complete on acceptable terms the financing necessary to consummate the acquisition of Deerfield contemplated by the April 2007 agreement.

Triarc also said that alternatives for the shares of DFR convertible preferred stock as well as the underlying DFR common stock to be received by Triarc in the transaction are under review.

Goldman Sachs & Co. acted as Triarc’s financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as Triarc’s legal counsel.

Triarc is a holding company and, through its subsidiaries, is the franchisor of the Arby's restaurant system and the owner of approximately 94% of the voting interests, 64% of the capital interests and at least 52% of the profits interests in Deerfield & Company LLC (Deerfield), an asset management firm. The Arby's restaurant system is comprised of approximately 3,600 restaurants, of which, as of September 30, 2007, 1,097 were owned and operated by subsidiaries of Triarc. Deerfield, through its wholly-owned subsidiary Deerfield Capital Management LLC, is a Chicago-based asset manager offering a diverse range of fixed income and credit-

 

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related strategies to institutional investors with approximately $15.4 billion under management as of November 1, 2007.

 

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Notes to Follow

 

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EXCERPTS ON THIS PAGE:

8-K
Dec 27, 2007
8-K
Dec 18, 2007
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