UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 25, 2007
TRIARC COMPANIES, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2207 38-0471180
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
280 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, in connection with its corporate restructuring,
Triarc Companies, Inc. ("Triarc") announced on April 20, 2007 that an Agreement
and Plan of Merger (the "Merger Agreement") was entered into as of April 19,
2007 by and among Deerfield Triarc Capital Corp. ("DFR"), DFR Merger Company,
LLC, a subsidiary of DFR ("Merger Sub"), Deerfield & Company LLC ("Deerfield")
and Triarc (in its capacity as the sellers' representative). Pursuant to the
Merger Agreement, DFR, a diversified financial company that is externally
managed by a subsidiary of Deerfield, will acquire Deerfield, a Chicago-based
fixed income asset manager in which Triarc owns a controlling interest, pursuant
to a merger of Merger Sub with and into Deerfield (the "Merger").
The execution and delivery of the Merger Agreement triggered under
Deerfield's existing operating agreement the right of certain affiliates of
Gregory H. Sachs, a director of Triarc, the founder of Deerfield and a director
and the chairman and chief executive officer of Deerfield and its subsidiaries,
to require Triarc to purchase for cash all or a portion of the membership
interests in Deerfield held by these affiliates of Mr. Sachs (the "Sachs
Affiliated Parties") simultaneously with the completion of the Merger. The Sachs
Affiliated Parties hold in the aggregate 25.854% of the capital interests and
24.988% of the profits interests in Deerfield.
On May 25, 2007, the Sachs Affiliated Parties, Deerfield and Triarc entered
into a letter agreement (the "Put Exercise Agreement") pursuant to which the
Sachs Affiliated Parties irrevocably exercised their right to require Triarc to
purchase for cash all of the membership interests in Deerfield held by the Sachs
Affiliated Parties simultaneously with the completion of the Merger. Set forth
below is a brief description of the material terms and conditions of the Put
Exercise Agreement. This description does not purport to be complete and is
qualified in its entirety by the Put Exercise Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
In the Put Exercise Agreement, the parties agreed that the purchase price
for all of the membership interests in Deerfield held by the Sachs Affiliated
Parties will be based on a total equity value of Deerfield (negotiated by the
parties for this purpose only) equal to $285,373,000 minus the amount of the
Severance Benefit (as defined below) and the Pro Rata Bonus (as defined below)
that actually reduces the aggregate cash consideration payable to the members of
Deerfield under the Merger Agreement. If the parties had not agreed on a
purchase price, pursuant to Deerfield's operating agreement, an independent
third party valuation firm would have determined the price to be paid by Triarc
for the membership interests in Deerfield held by the Sachs Affiliated Parties.
In connection with this exercise, Mr. Sachs tendered his irrevocable
resignation as a director and as chairman and chief executive officer of
Deerfield and its subsidiaries, effective upon completion of the Merger. The Put
Exercise Agreement provides that Mr. Sach's resignation will be treated under
his employment agreement as a termination by Deerfield of Mr. Sachs without
"cause", entitling him to a severance benefit in an amount equal to the annual
base salary (currently $1.0 million) Mr. Sachs would have received had he
remained employed with Deerfield and its subsidiaries from the closing date of
the Merger through July 22, 2009 (the "Severance Benefit") and a pro rata bonus
for 2007 equal to the amount determined in accordance with Mr. Sachs' existing
employment agreement (the "Pro Rata Bonus"). As previously announced, Mr. Sachs
will continue to serve as a director of Triarc until Triarc's 2007 annual
meeting. It is anticipated, however, that Mr. Sachs will remain as a director of
DFR.
The Put Exercise Agreement also provides that the Sachs Affiliated Parties
will remain members of Deerfield until the closing of the Merger Agreement, and
therefore will participate in any distributions made by Deerfield until then
pursuant to the Merger Agreement. The Sachs Affiliated Parties, however, will
not be considered members of Deerfield for purposes of the payment of aggregate
merger consideration or the post-closing indemnification provisions contained in
the Merger Agreement.
It is anticipated that a separate agreement will be entered into governing
certain other aspects relating to Mr. Sachs' departure from Deerfield upon
completion of the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Letter Agreement, dated as of May 25, 2007, among Sachs Capital
Management LLC, Spensyd Asset Management LLLP, Deerfield & Company LLC
and Triarc Companies, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Triarc has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 30, 2007
TRIARC COMPANIES, INC.
By: /s/STUART ROSEN
-----------------------------
Name: Stuart I. Rosen
Title: Senior Vice President
and Associate General Counsel,
and Secretary
EXHIBIT INDEX
Exhibit No. Description
10.1 Letter Agreement, dated as of May 25, 2007, among Sachs Capital
Management LLC, Spensyd Asset Management LLLP, Deerfield & Company LLC
and Triarc Companies, Inc.