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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) December 23, 2004
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 No.) Identification No.)
incorporation of
organization)
280 Park Avenue
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former name or former address, if changed since last report)
Item 7.01. Regulation FD Disclosure.
On December 23, 2004, Deerfield Triarc Capital Corp. ("Deerfield Triarc")
completed a private offering to qualified institutional buyers, non-U.S. persons
and institutional and individual accredited investors of 26,923,139 shares of
its common stock (including 256,472 shares pursuant to the exercise by the
initial purchasers and placement agents of their over-allotment option) at an
offering price to investors of $15.00 per share. The offering generated gross
proceeds of approximately $403.8 million and net proceeds to Deerfield Triarc,
after deducting the initial purchasers' discount and placement fees and
estimated offering expenses, of approximately $379.8 million. Deerfield Triarc
intends to use the net proceeds from the offering in accordance with its
investment objectives and strategies. Deerfield Triarc has agreed to file a
registration statement with the Securities and Exchange Commission ("SEC") for
the resale of all of these shares of common stock by no later than September 19,
2005.
Deerfield Triarc is a newly formed specialty finance company that will
invest in real estate-related securities and various other asset classes.
Deerfield Triarc is expected to qualify and intends to elect to be taxed as a
real estate investment trust ("REIT") for federal income tax purposes. Deerfield
Triarc will be externally managed by Deerfield Capital Management LLC
("Deerfield Capital"), a Chicago-based alternative asset manager with
approximately $8.8 billion under management, offering a diverse range of fixed
income strategies to institutional investors. Triarc Companies, Inc. ("Triarc")
acquired an approximately 64% capital interest in Deerfield & Company LLC
("Deerfield"), the parent company of Deerfield Capital, in July 2004.
Since 1993, Deerfield has specialized in managing government securities,
investment grade debt, asset-backed securities, bank loan portfolios and other
fixed income asset classes in the form of collateralized debt obligations
("CDOs"), single strategy hedge funds and separate managed accounts. The CDOs
invest in bank loans, investment grade corporate bonds, and asset-backed
securities. The hedge funds engage in relative value trading of fixed income
securities and related instruments. The separate accounts utilize core
fixed-income and duration management strategies.
Since completing its capital investment in Deerfield, Triarc has been
working closely with the Deerfield senior management team to implement a growth
strategy for Deerfield's valuable investment brand, with emphasis on both
organic growth and extensions of its existing platform. In October 2004, as part
of its capital investment in Deerfield, Triarc invested $100 million in a new
credit opportunity fund managed by Deerfield. The private offering by Deerfield
Triarc represents another significant extension of Deerfield's alternative asset
management activities.
The shares of common stock of Deerfield Triarc have not been registered
under the Securities Act or applicable state securities laws, and may not be
offered or sold in the U.S. absent registration or an applicable exemption from
registration requirements. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
The information in this Current Report is being furnished, not filed,
pursuant to Regulation FD. The information in 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 this
Current Report is not intended to, and does not, constitute a determination or
admission that the information in this Current Report is material, or that
investors should consider this information before making an investment decision
with respect to any security of Triarc.
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: STUART I. ROSEN
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Stuart I. Rosen
Senior Vice President
and Associate General Counsel
Dated: December 23, 2004