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This excerpt taken from the WEN 8-K filed Dec 21, 2007. Consideration Payable Under the Merger Agreement The aggregate consideration received by Triarc and other members of Deerfield in connection with the Merger consists 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 current market value of DFR’s common stock as of the close of business on December 20, 2007 (the “DFR Preferred Stock”), and one of two series of senior secured notes issued by Deerfield having an aggregate principal amount of $75,000,000 (the “Notes”) 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 Merger 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. Of the aggregate merger consideration, Triarc received approximately 9.6 million shares of DFR Preferred Stock and approximately $48 million principal amount of Series A Notes (as defined below). Triarc also received approximately 206,000 shares of DFR Common Stock that were owned by Deerfield. Accordingly, Triarc received approximately $145 million in nominal consideration for its capital interest of approximately 64% and its profits interest of at least 52% in Deerfield. Upon conversion of the DFR Preferred Stock as described below, Triarc expects that it will own approximately 16% of DFR Common Stock. |
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