|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WEN 8-K filed Dec 27, 2007. Item 2.01. Completion of Acquisition or Disposition of Assets. As disclosed in Item 1.01 above (which disclosure is incorporated herein by reference), on December 21, 2007, Triarc completed the sale of Deerfield to DFR. Triarc has a material financial interest in the sale of Deerfield because it received a portion of the merger consideration. In addition, some directors, officers and employees of Triarc and/or Deerfield are also officers or directors of DFR. Specifically, Nelson Peltz, the beneficial owner of approximately 34.1% of the total voting power of Triarc and a director and the chairman of the board of directors of Triarc, was a director of DFR from December 2004 until December 17, 2007 and was the chairman of its board of directors from December 2004 until April 2007. Peter W. May, the beneficial owner of approximately 34.4% of the total voting power of Triarc and a director and vice chairman of the board of directors of Triarc, became a director of DFR on December 17, 2007. Additionally, Gregory H. Sachs, a director of Triarc from August 2004 to June 2007 and the chairman and chief executive officer of Deerfield and its subsidiaries until December 21, 2007, is also a director of DFR. The aggregate consideration received by Triarc and other members of Deerfield in connection with the sale of Deerfield consisted of 15,000,000 shares of convertible preferred stock of DFR, having a liquidation preference of $10.00 per share and a value of $8.21 per share based on the market value of DFR’s common stock as of the close of business on December 20, 2007 (the “DFR Preferred Stock”), and Notes having an aggregate principal amount of $75,000,000 less approximately $1,000,000 in cash in lieu of such Notes that was paid to certain members of Deerfield. In addition, immediately prior to the sale of Deerfield, Deerfield distributed approximately 329,000 shares of common stock of DFR (the “DFR Common Stock”) that were owned by Deerfield (having a value as of December 20, 2007 of approximately $2.7 million) and cash for taxes relating to pre-closing periods. The overall consideration was determined following negotiations between a special committee of DFR, on the one hand, and Deerfield and Triarc, as the sellers’ representative, on the other hand, in consultation
with their respective legal and financial advisors. Of the aggregate merger consideration, Triarc received total nominal consideration of approximately $145 million, consisting of approximately 9.6 million shares of DFR Preferred Stock (having a liquidation value of $10.00 per share and a value of $8.21 per share based on the market value of the DFR Common Stock as of the close of business on December 20, 2007) and approximately $48 million principal amount of Series A Notes, for its capital interest of approximately 64% and its profits interest of at least 52% in Deerfield. Triarc also received approximately 206,000 shares of DFR Common Stock (having a value of approximately $1.7 million based on the market value of the DFR Common Stock as of the close of business on December 20, 2007) that were owned by Deerfield. A description of the rights, preferences and privileges of the DFR Preferred Stock is contained in Item 1.01 of the Current Report on Form 8-K filed by Triarc with the Securities and Exchange Commission on December 21, 2007 under the heading “Description of DFR Preferred Stock,” which description is incorporated herein by reference. The accompanying unaudited pro forma consolidated financial statements present the pro forma results of Triarc, taking into account the aggregate effect of the sale of Deerfield. |
| |||||||
