Triarc acquires RTM Restaurant Group

26/07/05 The United States, Triarc Companies, Inc. has announced that it has completed its acquisition of RTM Restaurant Group. Triarc, through its subsidiaries, is the franchisor of the Arby's restaurant system, which consists of approximately 3,500 restaurants, and is the owner and operator of 233 Arby's restaurants. RTM is Arby's largest franchisee, with 775 Arby's restaurants in 22 states.

Total consideration consisted of $175 million in cash, subject to post closing adjustment, plus approximately 9.7 million shares of Triarc's Class B Common Stock, Series 1, and options to purchase approximately 775,000 shares of Triarc Class B Common Stock, Series 1 (weighted average exercise price of $8.92), which were issued in replacement of existing RTM stock options. The combined value of the Triarc shares and options issued in connection with the RTM acquisition is approximately $152 million, based on a closing price of $15.15 per share as of July 22, 2005. In connection with the RTM acquisition, Arby's Restaurant Group, Inc. ("ARG"), a wholly owned subsidiary of Triarc, also assumed approximately $400 million of RTM net debt, including approximately $184 million of RTM capitalized lease and financing obligations.

Triarc provided $135 million in cash to fund the acquisition. ARG funded the remaining cash needed to complete the acquisition, including transaction costs, and is refinancing substantially all of its and RTM's existing indebtedness, with the proceeds from a new $720 million credit facility. This refinancing will include the repayment of approximately $234 million of RTM third-party debt and approximately $71 million of ARG third-party debt as well as the defeasance of the Arby's Franchise Trust, 7.44% insured non-recourse securitization notes (total principal amount of $198 million), which will be redeemed in full on August 22, 2005, and the payment of related prepayment penalties.

After giving effect to the closing of the RTM acquisition, ARG will have $620 million outstanding under a seven-year senior secured term loan initially priced at LIBOR plus 225 bps and approximately $175 million of capitalized lease and financing obligations. ARG will also have $100 million of availability under a six-year senior secured revolving credit facility initially priced at LIBOR plus 200 bps (50 bps commitment fee on undrawn amount).

Triarc is a holding company and, through its subsidiaries, the franchisor of the Arby's(R) restaurant system and, following the acquisition of RTM Restaurant Group, the owner and operator of over 1,000 Arby's restaurants located in the United States. Triarc also owns an approximate 64% capital interest in Deerfield & Company LLC, a Chicago-based asset manager offering a diverse range of fixed income and credit-related strategies to institutional investors with $8.8 billion under management as of May 1, 2005.