UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 26, 2004
TRIARC COMPANIES, INC.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
----------------- -------------- --------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
280 Park Avenue
New York, NY 10017
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On June 26, 2004, Triarc Companies, Inc. ("Triarc") entered into a
definitive agreement to acquire a majority interest in Deerfield & Company LLC
("Deerfield"), a Chicago-based investment manager, representing as of the date
hereof approximately 64% of the outstanding membership interests and in excess
of 90% of the outstanding voting power, for a cash purchase price of
approximately $86.5 million, subject to adjustment as provided in the definitive
purchase agreement. The remainder of the economic and voting interests in
Deerfield will be retained or owned by senior management of Deerfield.
Upon consummation of the acquisition, Triarc will be entitled to
designate a majority of the members of the board of directors of Deerfield and
Deerfield's current senior management, including its Chairman and Chief
Executive Officer Gregory H. Sachs, its President Scott Roberts and its Chief
Investment Officer Jonathan Trutter, and portfolio management teams will remain
intact and will continue to oversee Deerfield's day-to-day operations.
As further described in the definitive agreements, commencing on the
fifth anniversary of the closing of the transaction, Triarc will have certain
rights to acquire the membership interests of Deerfield owned by Mr. Sachs (the
"Sachs Interest") and Mr. Roberts (the "Roberts Interest"), which represent in
the aggregate as of the date hereof approximately 35% of the outstanding
membership interests. In addition, commencing on the third anniversary of the
closing of the transaction, Messrs. Sachs and Roberts will have certain rights
to require Triarc to acquire the Sachs Interest and the Roberts Interest. In
each case, the rights are exercisable at a price equal to the then current fair
market value of the Sachs Interest or the Roberts Interest (subject to certain
exceptions in the case of the Sachs Interest). Triarc's right to acquire the
Sachs Interest and the Roberts Interest, and Messrs. Sachs' and Roberts' rights
to require Triarc to acquire such interests, may be accelerated in full upon the
occurrence of certain specified events.
In connection with the acquisition, Triarc has also committed to invest
$100 million to seed a new multi-strategy hedge fund to be managed by Deerfield.
The transaction, which is currently expected to be consummated in the
2004 third quarter, is subject to customary closing conditions for transactions
of this type, including, without limitation, the receipt by Deerfield of certain
third party consents and other conditions set forth in the definitive agreement.
Deerfield offers a diverse range of alternative fixed income strategies
to institutional investors. As of April 1, 2004, Deerfield, through its
operating subsidiary, had over $8 billion in assets under management. Deerfield
generated revenues of approximately $36.9 million for the 12 months ended
December 31, 2003.
A copy of the press release announcing the transaction and certain
definitive agreements relating to the transaction are being filed as exhibits
hereto and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Filed herewith are certain agreements and documents entered into by, or
otherwise relating to, the Registrant.
(c) Exhibits.
2
2.1 - Purchase Agreement, dated as of June 26, 2004, by and
among Triarc Companies, Inc., Sachs Capital Management LLC,
Deerfield Partners Fund II LLC, Scott A. Roberts, Marvin
Shrear and Gregory H. Sachs.
10.4 - Fourth Amended and Restated Operating Agreement of
Deerfield & Company LLC, dated as of June 26, 2004.
10.5 - Commitment Agreement, dated as of June 26, 2004, by and
among Triarc Companies, Inc., Sachs Capital Management LLC,
Scott A. Roberts and Deerfield Capital Management LLC.
99.1 - Press release dated June 28, 2004.
3
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
By: /s/ Stuart Rosen
------------------------------
Name: Stuart Rosen
Title: Senior Vice President
and Secretary
Date: June 28, 2004
4
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
2.1 - Purchase Agreement, dated as of June 26, 2004, by and among Triarc
Companies, Inc., Sachs Capital Management LLC, Deerfield Partners
Fund II LLC, Scott A. Roberts, Marvin Shrear and Gregory H. Sachs.
10.4 - Fourth Amended and Restated Operating Agreement of Deerfield &
Company LLC, dated as of June 26, 2004.
10.5 - Commitment Agreement, dated as of June 26, 2004, by and among
Triarc Companies, Inc., Sachs Capital Management LLC, Scott A.
Roberts and Deerfield Capital Management LLC.
99.1 - Press release dated June 28, 2004.
5