This excerpt taken from the WEN 8-K filed Apr 20, 2007.
New York, NY, April 20, 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), a diversified financial company that is externally managed by a subsidiary of Deerfield & Company LLC (Deerfield), will acquire Deerfield, a Chicago-based fixed income asset manager in which Triarc owns a controlling interest.
The total consideration to be received by Triarc and other members of Deerfield is approximately $300 million, consisting of $145 million in cash, approximately 9.6 million shares of DFR common stock (having a current value of approximately $145 million), the distribution of approximately 309,000 shares of DFR common stock currently owned by Deerfield (having a current value of approximately $4.6 million), and cash distributions from Deerfield of approximately $4 million prior to the closing. The consideration to be received by the sellers is subject to adjustment under certain circumstances.
Accordingly, Triarc expects to receive a minimum of approximately $170 million in consideration for its capital interest of approximately 64% and its profits interest of at least 52% in Deerfield. As a result of the transaction, Triarc expects that it will own in excess of 10% of DFRs common stock. The consideration to be received by Triarc is subject to adjustment under certain circumstances. The total consideration to be received by the sellers is approximately two times Deerfields enterprise value of approximately $145 million when Triarc purchased its control stake in July 2004.
The transaction, which is expected to close during the 2007 third quarter, is subject to customary closing conditions, including, without limitation, the receipt by DFR of financing for the cash portion of the purchase price and related transaction costs, receipt of certain third party consents and other conditions set forth in the definitive agreement, including the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Deerfield has the right to terminate the definitive agreement if DFR does not deliver by May 19, 2007 financing commitments for the transaction in form and substance reasonably satisfactory to Deerfield. In addition, the transaction is subject to approval by DFR stockholders representing (1) a majority of the votes cast at a meeting to approve the transaction and (2) a majority of the votes cast by stockholders not affiliated with Deerfield. A stockholders vote on the proposed transaction is expected to be held during the 2007 third quarter. When the transaction closes, DFR will discontinue the use of Triarc in its name.
Since Triarcs acquisition of its controlling interest in July 2004, 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 $13.2 billion (including $765 million of assets relating to DFR) at December 31, 2006.
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 earnings, higher return on equity (ROE) and multiple expansion. This combination, furthermore, is expected to enhance Deerfields brand positioning in the alternative investments marketplace, thereby providing DFR with greater access to both additional capital and new talent.
The definitive agreement to sell Deerfield to DFR was the result of an extensive sale process and provides Triarc shareholders with an attractive valuation for Deerfield as well as the potential opportunity to participate in the future growth of DFR.
Following the consummation of the sale of Deerfield, Triarcs sole operating business will be the Arbys® restaurant business. Triarc, through its subsidiaries is the franchisor of the Arby's® restaurant system and the owner and operator of over 1,000 Arbys restaurants. There are approximately 3,600 Arbys restaurants worldwide.
Triarc also said that options for the shares of DFR common stock to be received upon the sale of Deerfield are under review and could include a special dividend or distribution to shareholders of such shares. In 2006, in addition to regular quarterly cash dividends, Triarc declared special extraordinary cash dividends on its outstanding common stock, totaling $0.45 per share.
Commenting on the definitive agreement, Triarcs President and Chief Operating Officer, Peter W. May said: Upon completion of the sale, we will have realized substantial value from our investment in Deerfield. In the last several years, we have worked closely with Greg Sachs and his team at Deerfield to expand its unique alternative assets platform. We are proud of what we have accomplished with the Deerfield team.
May added: Upon the consummation of the Deerfield transaction, Triarc will be one step closer towards finalizing our corporate restructuring that seeks to unlock the significant value of our two key businesses, Deerfield and Arbys. We expect to update our shareholders on other matters related to our corporate restructuring as soon as practicable.
Commenting on Arbys, Triarcs Chairman and Chief Executive Officer, Nelson Peltz said: Roland Smith and his talented team have worked diligently over the last year to prepare for the coming months when Triarc will be a restaurant company. We
are excited about the evolution of Triarc into a publicly traded restaurant company given its potential for growth, its strong cash flow generation, its best-in-class restaurant operations, coupled with a vibrant 40 year old brand and a highly supportive and strong franchisee network. We believe that Arbys will be able to significantly increase value through both organic growth and the acquisition of other restaurant companies.
Goldman Sachs & Co. and Jefferies & Company acted as Triarcs financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as Triarcs legal counsel in the Deerfield transaction.
Triarc is a holding company and, through its subsidiaries, is currently 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, an asset management firm. The Arby's restaurant system is comprised of approximately 3,600 restaurants, of which, as of December 31, 2006, 1,061 were owned and operated by our subsidiaries. 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-related strategies to institutional investors with approximately $13.2 billion under management as of December 31, 2006.
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Notes to Follow