By Lisa Kerner
Charlotte, N.C., April 20 - Deerfield Triarc Capital Corp. entered into a definitive agreement to acquire Deerfield & Co. LLC from Triarc Cos. Inc. for about $290 million, including 9.635 million shares of Deerfield Triarc Capital common stock worth $145 million and including $145 million in cash.
Triarc, which owns a controlling interest in Deerfield, expects to receive a minimum of $170 million for its capital interest of about 64% and its profits interest of at least 52% in Deerfield.
The transaction is expected to close during the third quarter of 2007 and is conditioned on financing for the cash portion of the deal.
Under the agreement, Deerfield has the right to terminate the deal if Deerfield Triarc does not deliver financing commitments by May 19.
Deerfield Triarc stockholders will vote on the proposed transaction at a special meeting slated for the third quarter of 2007.
Following the transaction's close, Deerfield Triarc will discontinue the use of "Triarc" in its name while Triarc's sole operating business will be the Arby's restaurant business.
Chief executive officer Jonathan Trutter, president Robert Grien and chief financial officer Richard Smith will remain in their current roles at Deerfield Triarc. Nelson Peltz, Triarc's chairman and chief executive officer, resigned as chairman of Deerfield Triarc's board and was replaced by Peter Rothschild.
"The acquisition of Deerfield is expected to be immediately accretive to adjusted cash earnings and represents a great opportunity for Deerfield Triarc," Rothschild said in a company news release.
"We believe that by internalizing our manager, we will be able to build incremental revenue streams and help significantly drive our profitability and, thus, better reward shareholders."
"Upon the consummation of the Deerfield transaction, Triarc will be one step closer toward finalizing our corporate restructuring that seeks to unlock the significant value of our two key businesses, Deerfield and Arby's," Triarc president and chief operating officer Peter W. May stated in the release.
"We expect to update our shareholders on other matters related to our corporate restructuring as soon as practicable."
Triarc is a holding company and, through its subsidiaries, is the franchisor of the Arby's restaurant system.
Deerfield, Deerfield Triarc's external manager, is a Chicago-based registered investment adviser with offices in New York and London.
Deerfield Triarc is a diversified financial company formed to invest in real estate-related securities and other asset classes.
| Acquirer: | Deerfield Triarc Capital Corp
|
| Target: | Deerfield & Co. LLC
|
| Transaction total: | $290 million
|
| Announcement date: | April 20
|
| Expected closing: | Third quarter of 2007
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
