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): August 7, 2007
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
N/A
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(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:
[ ] 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 7.01. Regulation FD Disclosure.
The information in Item 7.01 of this Current Report is being furnished, not
filed, pursuant to Regulation FD. The information in Item 7.01 of this Current
Report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. The furnishing of the
information in Item 7.01 of this Current Report is not intended to, and does
not, constitute a determination or admission that the information in Item 7.01
of this Current Report is material, or that investors should consider this
information before making an investment decision with respect to any security of
the Company.
As previously reported, a definitive agreement was signed on April 19, 2007
pursuant to which Deerfield & Company, LLC, ("Deerfield") a subsidiary of Triarc
Companies, Inc. (the "Company") in which we own a controlling interest, is to be
acquired by Deerfield Triarc Capital Corp. ("DFR"), a diversified financial
company that is managed by a subsidiary of Deerfield. In connection therewith,
on August 7, 2007, we disclosed the following information to DFR:
o Deerfield's asset management and related fees increased $1.0 million to
$16.8 million in the second quarter of 2007 from $15.8 million in the
second quarter of 2006, which is net of a $0.8 million decrease in
incentive fees from DFR in the second quarter of 2007 as compared to the
second quarter of 2006.
o Our cost of services, which relate exclusively to Deerfield, excluding
depreciation and amortization, increased $0.4 million to $6.3 million in
the second quarter of 2007 from $5.9 million in the second quarter of 2006.
o As of August 1, 2007, Deerfield had approximately $14.8 billion of assets
under management ("AUM"), consisting of approximately $12.9 billion in 30
collateralized debt obligation vehicles ("CDOs") and a structured loan fund
(including $895.6 million in CDOs in which DFR owns 100% of the equity
interests), approximately $837.6 million in four hedge funds, approximately
$762.0 million of DFR assets and approximately $345.0 million in several
managed accounts.
o Although market conditions for asset securitizations are currently
difficult, Deerfield and DFR launched DFR Middle Market CLO Ltd., a $300
million middle market collateralized loan obligation ("CLO") transaction on
July 17, 2007. Additionally, Deerfield launched Bryn Mawr CLO II, Ltd., a
$465 million (fully ramped) bank loan CLO on July 31, 2007 and on August 2,
2007 Deerfield also launched its second Euro CLO, Gillespie CLO PLC, a 300
EUR (approximately $410 million) CLO. The assets in Gillespie CLO PLC are
not included in the August 1, 2007 AUM reported above.
o In accordance with our revenue recognition accounting policy, incentive
fees relating to investment funds that are based upon performance are
recognized when the amounts become fixed and determinable upon the close of
a performance period, which is generally at the end of the fourth quarter.
During the fourth quarter of 2006, we recognized approximately $17.0
million of incentive fees from such investment funds other than DFR. Based
on the performance of these funds in 2007, we expect to recognize a
significantly lower amount of incentive fees during the fourth quarter of
2007. In that regard, as of the end of the second quarter of 2006, we had
contingently earned but not recognized approximately $5.2 million in
incentive fees, whereas we had not contingently earned any such incentive
fees as of the end of the second quarter of 2007.
o The credit markets have recently experienced increased volatility and
widening of credit spreads triggered by the higher default rates in the
subprime mortgage market, which could, for at least the near term,
negatively impact future management and related fees from CDOs and
incentive fees from DFR, the extent of which we are unable to predict.
o The reduced liquidity currently experienced by the credit markets could
materially limit Deerfield's ability to increase its assets under
management if such conditions were to continue for a prolonged period of
time.
Certain statements in this Current Report on Form 8-K that are not
historical facts, including, most importantly, information concerning possible
or assumed future results of operations of Triarc Companies, Inc. and its
subsidiaries (collectively, "Triarc" or the "Company"), including Deerfield, and
statements preceded by, followed by, or that include the words "may,"
"believes," "plans," "expects," "anticipates" or the negation thereof, or
similar expressions, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All
statements that address operating performance, events or developments that are
expected or anticipated to occur in the future, including statements relating to
revenue growth, earnings per share growth or statements expressing general
optimism about future operating results, are forward-looking statements within
the meaning of the Reform Act. The forward-looking statements contained in this
press release are based on our current expectations, speak only as of the date
of this press release and are susceptible to a number of risks, uncertainties
and other factors. Our actual results, performance and achievements may differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. For all of our forward-looking
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Reform Act. Many important factors could affect our
future results and could cause those results to differ materially from those
expressed in or implied by the forward- looking statements contained herein.
Such factors, all of which are difficult or impossible to predict accurately and
many of which are beyond our control, include, but are not limited to, the
following:
o competition, including pricing pressures and the potential impact of
competitors' new units on sales by Arby's(R) restaurants;
o consumers' perceptions of the relative quality, variety, affordability and
value of the food products we offer;
o success of operating initiatives;
o development costs, including real estate and construction costs;
o advertising and promotional efforts by us and our competitors;
o consumer awareness of the Arby's brand;
o the existence or absence of positive or adverse publicity;
o new product and concept development by us and our competitors, and market
acceptance of such new product offerings and concepts;
o changes in consumer tastes and preferences, including changes resulting
from concerns over nutritional or safety aspects of beef, poultry, french
fries or other foods or the effects of food-borne illnesses such as "mad
cow disease" and avian influenza or "bird flu";
o changes in spending patterns and demographic trends, such as the extent to
which consumers eat meals away from home;
o adverse economic conditions, including high unemployment rates, in
geographic regions that contain a high concentration of Arby's restaurants;
o the business and financial viability of key franchisees;
o the timely payment of franchisee obligations due to us;
o availability, location and terms of sites for restaurant development by us
and our franchisees;
o the ability of our franchisees to open new restaurants in accordance with
their development commitments, including the ability of franchisees to
finance restaurant development;
o delays in opening new restaurants or completing remodels;
o the timing and impact of acquisitions and dispositions of restaurants;
o our ability to successfully integrate acquired restaurant operations;
o anticipated or unanticipated restaurant closures by us and our franchisees;
o our ability to identify, attract and retain potential franchisees with
sufficient experience and financial resources to develop and operate Arby's
restaurants successfully;
o changes in business strategy or development plans, and the willingness of
our franchisees to participate in our strategies and operating initiatives;
o business abilities and judgment of our and our franchisees' management and
other personnel;
o availability of qualified restaurant personnel to us and to our
franchisees, and our and our franchisees' ability to retain such personnel;
o our ability, if necessary, to secure alternative distribution of supplies
of food, equipment and other products to Arby's restaurants at competitive
rates and in adequate amounts, and the potential financial impact of any
interruptions in such distribution;
o changes in commodity (including beef and chicken), labor, supply,
distribution and other operating costs;
o availability and cost of insurance;
o adverse weather conditions;
o significant reductions in our client assets under management (which would
reduce our advisory fee revenue), due to such factors as weak performance
of our investment products (either on an absolute basis or relative to our
competitors or other investment strategies), substantial illiquidity or
price volatility in the fixed income instruments that we trade, loss of key
portfolio management or other personnel (or lack of availability of
additional key personnel if needed for expansion), reduced investor demand
for the types of investment products we offer, and loss of investor
confidence due to adverse publicity, and non-renewal or early termination
of investment management agreements;
o increased competition from other asset managers offering products similar
to those we offer;
o pricing pressure on the advisory fees that we can charge for our investment
advisory services;
o difficulty in increasing assets under management, or efficiently managing
existing assets, due to market-related constraints on trading capacity,
inability to hire the necessary additional personnel or lack of potentially
profitable trading opportunities;
o our removal as investment manager of the real estate investment trust or
one or more of the collateral debt obligation vehicles (CDOs) or other
accounts we manage, or the reduction in our CDO management fees because of
payment defaults by issuers of the underlying collateral or the triggering
of certain structural protections built into CDOs;
o availability, terms (including changes in interest rates) and deployment of
capital;
o changes in legal or self-regulatory requirements, including franchising
laws, investment management regulations, accounting standards,
environmental laws, overtime rules, minimum wage rates and taxation rates;
o the costs, uncertainties and other effects of legal, environmental and
administrative proceedings;
o the impact of general economic conditions on consumer spending or
securities investing, including a slower consumer economy and the effects
of war or terrorist activities and;
o other risks and uncertainties affecting us and our subsidiaries referred to
in our Annual Report on Form 10-K for the fiscal year ended December 31,
2006 (the "Form 10-K") (see especially "Item 1A. Risk Factors" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations") and in our other current and periodic filings with the
Securities and Exchange Commission.
All future written and oral forward-looking statements attributable to us
or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. New risks
and uncertainties arise from time to time, and it is impossible for us to
predict these events or how they may affect us. We assume no obligation to
update any forward-looking statements after the date of this Current Report on
Form 8-K as a result of new information, future events or developments, except
as required by federal securities laws. In addition, it is our policy generally
not to make any specific projections as to future earnings, and we do not
endorse any projections regarding future performance that may be made by third
parties.
SIGNATURE
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
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Stuart I. Rosen
Senior Vice President and
Secretary
Dated: August 7, 2007