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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 25, 2005
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-2207 38-0471180
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(Commission File Number) (IRS Employer Identification No.)
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
NOT APPLICABLE
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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 (SEE General Instruction A.2. below):
|_| 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with the acquisition by Triarc Companies, Inc.
("Triarc" or the "Company") of RTM Restaurant Group ("RTM") referenced under
Item 2.01 below, Triarc has entered into certain material definitive
agreements.
Set forth below are brief descriptions of the material terms
and conditions of each such definitive agreement. The descriptions set forth
below do not purport to be complete and are qualified in their entirety by
reference to the definitive agreements, each of which is attached as an
exhibit to this Form 8-K.
CREDIT AGREEMENT
On July 25, 2005, Arby's Restaurant Group, Inc., an indirect
wholly owned subsidiary of Triarc ("ARG"), Arby's Restaurant Holdings, LLC, an
indirect wholly owned subsidiary of Triarc ("ARH" and, together with ARG, the
"Borrowers") and Triarc Restaurant Holdings, LLC ("Parent Guarantor"), an
indirect wholly owned subsidiary of Triarc, entered into a Credit Agreement,
among Borrowers, Parent Guarantor, the Lenders and Issuers party thereto,
Citicorp North America, Inc., as Administrative Agent and Collateral Agent,
Citigroup Global Markets Inc., Banc of America Securities LLC and Credit
Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running
managers, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as
co-syndication agents, and Wachovia Bank, National Association, SunTrust Bank
and GE Capital Franchise Finance Corporation, as co-documentation agents (the
"Credit Agreement").
The Credit Agreement provides for a revolving credit
facility of $100.0 million and a term loan facility in the aggregate principal
amount of $620.0 million, with a provision to allow for an uncommitted
increase of up to an additional $150.0 million in the term facility amount
subject to approval and acceptance by the administrative agent, among other
conditions. The proceeds of the term loan facility were used to finance a
portion of the RTM Acquisitions (as defined below), to pay the fees and
expenses in connection therewith, and to repay certain of ARG's and its
subsidiaries' and RTM's and certain of its affiliates' existing indebtedness,
including related prepayment fees. The revolving credit facility, which was
undrawn at closing, will be used for working capital and other general
corporate purposes, including permitted acquisitions.
The obligations under the Credit Agreement are secured by
substantially all of the assets (other than real property) of Borrowers,
Parent Guarantor and the domestic subsidiaries of ARH, including, without
limitation, intellectual property, and all of the capital stock of ARH and
ARH's direct and indirect domestic subsidiaries, and 65% of the capital stock
of any first-tier foreign subsidiary. The obligations under the Credit
Agreement are also guaranteed by each of ARH and ARH's direct and indirect
domestic subsidiaries (other than ARG), and are required to be guaranteed by
any additional domestic subsidiaries acquired by ARH, subject to certain
exceptions.
The term loan facility will mature on July 25, 2012 and will
amortize in an amount equal to 1% per annum of the initial principal amount
outstanding, payable in equal quarterly installments beginning on March 31,
2007 and ending on June 30, 2011, with the balance payable in the final year
in four equal quarterly payments. The revolving credit facility will mature on
July 25, 2011.
Until the first date on which the Borrowers deliver the
financial statements in respect of a fiscal period ending on or after January
25, 2006, the term credit facility bears interest, at the Borrowers' option,
at a rate equal to (i) the Eurodollar Rate (as defined in the Credit
Agreement) plus 2.25% per annum, or (ii) the Base Rate (as defined in the
Credit Agreement) plus 1.25% per annum. Thereafter, the term credit facility
will bear interest, at the Borrowers' option, at a rate equal to (i) the
Eurodollar Rate plus a margin equal to (x) 2.25% per annum, if the leverage
ratio is at least 3.5 to 1.0, or (y) 2.00% per annum, if the leverage ratio is
less than 3.5 to 1.0, or (ii) the Base Rate plus a margin equal to (x) 1.25%
per annum, if the leverage ratio is at least 3.5 to 1.0, or (y) 1.00% per
annum, if the leverage ratio is less than 3.5 to 1.0.
Until the first date on which the Borrowers deliver the
financial statements in respect of a fiscal period ending on or after January
25, 2006, the revolving credit facility will bear interest, at the Borrowers'
option, at a rate equal to (i) the Eurodollar Rate plus 2.00% per annum, or
(ii) the Base Rate plus 1.00% per annum. Thereafter, the revolving credit
facility will bear interest, at the Borrowers' option, at a rate equal to (i)
the Eurodollar Rate plus a margin equal to (x) 2.00% per annum, if the
leverage ratio is greater than or equal to 3.5 to 1.0, (y) 1.75% per annum, if
the leverage ratio is at least 3.0 to 1.0 but less than 3.5 to 1.0, or (z)
1.50% per annum, if the leverage ratio is less than 3.0 to 1.0, or (ii) the
Base Rate plus a margin equal to (x) 1.00% per annum, if the leverage ratio is
greater than or equal to 3.5 to 1.0, (y) 0.75% per annum, if the leverage
ratio is at least 3.0 to 1.0 but less than 3.5 to 1.0, or (z) 0.50% per annum,
if the leverage ratio is less than 3.0 to 1.0.
Certain mandatory prepayments of the credit facilities will
be required upon the occurrence of certain events, including the incurrence of
certain additional indebtedness and the sale of certain assets. The loans must
also be prepaid from Excess Cash Flow (as defined in the Credit Agreement) if
the leverage ratio is exceeded.
The representations, covenants, and events of default in the
Credit Agreement are customary for financing transactions of this nature. Upon
the occurrence of an event of default, the lenders may terminate the loan
commitments, accelerate all loans and exercise any of their rights under the
Credit Agreement and the ancillary loan documents as a secured party.
The affirmative and negative covenants in the Credit
Agreement include, among others, (a) preservation of corporate existence, (b)
payment of taxes, (c) maintenance of insurance, (d) limitations on liens, (e)
limitations on debt, (f) limitations on dividends, redemptions and repurchases
with respect of capital stock and (g) limitations on transactions with
affiliates.
The Credit Agreement contains the following financial
covenants: a maximum leverage ratio, a maximum lease adjusted leverage ratio,
a minimum interest coverage ratio and maximum capital expenditures.
The Credit Agreement is attached as Exhibit 10.1 hereto and
is incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT
On July 25, 2005, Triarc and certain former holders (the
"RTMRG Holders") of the common stock, no par value per share, of RTM
Restaurant Group, Inc. ("RTMRG Common Stock"), entered into a Registration
Rights Agreement, which provides, among other things, that Triarc is obligated
to file, no later than August 24, 2005, a registration statement to permit
resales of the 9,684,316 shares of Triarc Class B Common Stock, Series 1, par
value $0.10 per share (the "Triarc Class B-1 Common Stock"), received by the
RTMRG Holders in connection with the acquisition of RTM. The Registration
Rights Agreement also provides that the RTMRG Holders will be entitled to
liquidated damages of $40,000 in the aggregate per day for each day that
Triarc has failed to file such registration statement within such 30 day time
period.
Additionally, the Registration Rights Agreement provides
that Triarc is obligated to keep such registration statement effective for a
specified period following its effectiveness.
The Registration Rights Agreement is attached as Exhibit 4.1
hereto and is incorporated herein by reference.
EMPLOYMENT AGREEMENT WITH DOUGLAS N. BENHAM
Douglas N. Benham, who serves as President and Chief
Executive Officer of ARG, entered into a new employment agreement with ARG in
connection with the closing of the RTM Acquisitions. This employment agreement
supersedes his prior employment agreement dated as of November 28, 2003.
The term of Mr. Benham's employment agreement commenced upon
the effective date of the closing of the RTM Acquisitions and will terminate
on the third anniversary of the closing of the RTM Acquisitions, subject to
extension by Mr. Benham for additional one-year periods if agreed by ARG. Mr.
Benham will receive a base salary of $1,000,000 subject to increase by the
board of directors of ARG in its sole discretion. Mr. Benham will be eligible
to receive an annual cash bonus based upon the achievement of performance
targets agreed in advance by him and the compensation committee of the board
of directors of ARG, with a target bonus equal to 100% of his base salary.
On the closing date of the RTM Acquisitions, Mr. Benham was
paid $216,267 with respect to his accrued benefit under Arby's Senior
Executive Mid-Term Incentive Plan, and the Mid-Term Plan was terminated as of
that date. Mr. Benham is entitled to additional payments of his accrued
benefits under the Mid-Term Plan in the
amounts of $272,602, to be paid promptly following the close of ARG's audited
financial statements for the 2006 fiscal year, and $92,535, to be paid
promptly following the close of ARG's audited financial statements for the
2007 fiscal year. Any unpaid additional payments shall be paid to Mr. Benham
upon termination of his employment by Arby's without "cause" or by him due to
the occurrence of a "triggering event" (as each term is defined in the
employment agreement), as applicable.
Mr. Benham will be eligible to participate in our benefit
plans on the same basis as our other senior executives and will receive a car
allowance consistent his position. He is also eligible to receive $50,000 as a
relocation allowance for incidental expenses and to reimbursement of
reasonable out-of-pocket expenses incurred by him in connection with moving
his personal items located in Florida to the Atlanta, Georgia metropolitan
area.
If Mr. Benham's employment is terminated by ARG without
"cause" or by him due to the occurrence of a "triggering event", as
applicable, then:
o He will be entitled to receive continued payments of his
base salary for 24 months following the date of
termination, but if section 409A of the Internal Revenue
Code applies to the payments, the payments will commence
on the six-month anniversary of the date of termination,
and the first payment will be a lump sum payment equal
to six months' base salary followed by continued
semi-monthly payments for the remaining eighteen months,
and, in either case, with the final twelve months of
payments being subject to offset by income from a new
employer or from consulting; and
o He will be entitled to receive a pro rata annual bonus for
the year of his termination;
o He will be permitted to continue to participate in ARG's
health and medical insurance policies until he ceases to
receive the base salary payments described above or
eighteen months following the termination of his
employment, whichever is longer, and the cost of his
benefits will be allocated to him on the same basis as
during his employment; and
o All of his options to purchase Triarc common stock that
would have vested by the earlier of the third
anniversary of the closing of the RTM Acquisitions or
the second anniversary of his termination will
immediately vest on the date of his termination and all
remaining options that are unvested will terminate as of
the date of termination.
Upon the termination of his employment due to "disability"
(as defined in the employment agreement), Mr. Benham will also become vested
in all of his options to purchase Triarc common stock that would have vested
by the earlier of the third anniversary of the closing of the RTM Acquisitions
or the second anniversary of his
termination and all remaining options that are unvested will terminate as of
the date of termination. All payments and benefits to be paid or provided to
Mr. Benham following a termination of his employment by ARG without cause or
by him due to a triggering event are conditioned upon his execution of a
general release.
Following Mr. Benham's termination of employment he will be
subject to a 24-month post termination:
o non-compete covenant relating to any business or entity
that owns and/or franchises more than 3,000 restaurant
units in the United States in which 50% or more of the
revenues of such business or entity (including royalties
earned as a franchisor) is derived from the sale of
sandwiches covering any state or territory (and the
District of Columbia) in which ARG and its subsidiaries
maintain restaurants,
o no hire and no-solicitation covenant relating to any
person who was an employee of ARG or any of its
subsidiaries or affiliates (as a director or more senior
employee), in each case during the six months prior to
the termination of employment, and
o non-solicitation covenant relating to any of the
franchisees or suppliers of ARG or any of its
subsidiaries or affiliates.
Mr. Benham's Employment Agreement is attached as Exhibit
10.2 hereto and is incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On July 25, 2005, Triarc completed its acquisition of RTM,
Arby's largest franchisee, with 775 Arby's restaurants in 22 states, pursuant
to each of the following agreements:
o the Agreement and Plan of Merger, dated as of May
27, 2005 (the "RTMRG Merger Agreement"), by and
among Triarc, Arby's Acquisition Co., a direct
wholly owned subsidiary of Triarc ("Merger Sub
Corp."), Arby's Restaurant, LLC, a direct wholly
owned subsidiary of Triarc ("Merger Sub LLC"), RTM
Restaurant Group, Inc. ("RTMRG") and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell
Welch (collectively, the "RTM Representatives");
o the Side Letter Agreement to the RTMRG Merger
Agreement, dated as of July 25, 2005 (the "RTMRG
Side Letter"), by and among Triarc, Merger Sub
Corp., Merger Sub LLC, RTMRG and the RTM
Representatives;
o the Membership Interest Purchase Agreement, dated
as of May 27, 2005 (the "RTMAC Purchase
Agreement"), by and among Triarc, ARG, each of the
members of RTM Acquisition Company, L.L.C.
("RTMAC") and the RTM Representatives;
o the First Amendment to Membership Interest Purchase
Agreement, dated as of July 25, 2005 (the "RTMAC
Amendment"), by and among Triarc, ARG, each of the
members of RTMAC and the RTM Representatives;
o the Asset Purchase Agreement, dated as of May 27,
2005 (the "RTMMC Purchase Agreement"), by and among
Triarc, ARG, RTMMC Acquisition, LLC, a direct
wholly owned subsidiary of Triarc ("RTMMC
Acquisition"), RTM Management Company, L.L.C.
("RTMMC"), each of the members of RTMMC and the RTM
Representatives;
o the First Amendment to Asset Purchase Agreement,
dated as of July 25, 2005 (the "RTMMC Amendment"),
by and among Triarc, ARG, RTMMC Acquisition, RTMMC,
each of the members of RTMMC and the RTM
Representatives; and
o the Transaction Support Agreement, dated as of July
25, 2005 (the "Transaction Support Agreement"), by
and among Triarc, certain principal shareholders of
RTMRG who collectively beneficially owned
approximately 87.1% of the outstanding shares of
the RTMRG common stock, and the RTM
Representatives.
Under the terms of the RTMRG Merger Agreement, Merger Sub
Corp. merged with and into RTMRG, with RTMRG as the surviving corporation (the
"First Merger"), followed immediately thereafter by the merger of RTMRG with
and into Merger Sub LLC, with Merger Sub LLC as the surviving entity (the
"Second Merger" and, together with the First Merger, the "Mergers").
Immediately following the consummation of the Second Merger, Triarc
contributed all of the outstanding membership interests in Merger Sub LLC to
ARG, with Merger Sub LLC becoming a wholly owned direct subsidiary of ARG.
Holders of RTMRG common stock existing immediately prior to the First Merger
(the "RTMRG Shareholders") received, in the aggregate (i) $175 million in
cash, subject to post-closing adjustment based on the closing balance sheets
of RTM and ARG and (ii) 9,684,316 shares of Triarc Class B-1 Common Stock. In
addition, Triarc granted options to purchase 774,066 shares of Triarc Class
B-1 Common Stock (with a weighted average exercise price of $8.92 per share),
which were issued in replacement of existing RTM options. The shares of Triarc
Class B-1 Common Stock issued to the RTMRG Shareholders were issued only to
RTMRG Shareholders that qualified as "accredited investors" (as such term is
defined in Rule 501(a) of the Securities Act of 1933, as amended (the
"Securities Act")), were not registered under the Securities Act and are
subject to certain limitations on their resale. As referenced in Item 1.01
above, Triarc has agreed to file a registration statement with
the Securities and Exchange Commission by August 24, 2005 to permit resales of
such shares of Triarc Class B-1 Common Stock.
Under the terms of the RTMAC Purchase Agreement, Triarc
purchased all of the outstanding membership interests in RTMAC (the "RTMAC
Purchase") for $10.00 in cash. Immediately following the RTMAC Purchase,
Triarc contributed all such membership interests in RTMAC to ARG, with RTMAC
becoming a wholly owned direct subsidiary of ARG.
Under the terms of the RTMMC Purchase Agreement, RTMMC
Acquisition acquired all of the assets of RTMMC, except specified excluded
assets, and assumed all of the liabilities of RTMMC, except specified excluded
liabilities (the "RTMMC Purchase" and together with the Mergers and the RTMAC
Purchase collectively, the "RTM Acquisitions"), for $10.00 in cash.
Immediately following the RTMMC Purchase, Triarc contributed all of the
outstanding membership interests of RTMMC Acquisition to ARG, with RTMMC
Acquisition becoming a direct wholly owned subsidiary of ARG.
In connection with the RTM Acquisitions, ARG also assumed
approximately $400 million of RTM net debt, including approximately $184
million of RTM capitalized lease and financing obligations.
Triarc, through its subsidiaries, is the franchisor of the
Arby's(R) restaurant system, which consists of approximately 3,500
restaurants, and, prior to the RTM Acquisitions, was the owner and operator of
233 Arby's restaurants. RTM is Arby's largest franchisee, with 775 Arby's
restaurants in 22 states. Except for their relationship as franchisee and
franchisor and in connection with the transactions related to the sale of 355
Arby's restaurants by Arby's to RTM in 1997, there were no material
relationships, other than in respect of the RTM Acquisitions, between RTMRG,
RTMAC or RTMMC and Triarc or any of its affiliates, or any officer or director
of Triarc, or any associate of any officer or director of Triarc. The RTM
Acquisitions (including the purchase price paid by Triarc in connection
therewith), were the result of an arm's-length negotiated transaction by the
parties.
ARG is expected to incur employee related restructuring
charges in connection with the RTM Acquisitions, which would include
severance, retention and relocation costs. The amount of such charges has yet
to be finalized, but is currently estimated at approximately $10 million.
The RTMRG Merger Agreement, the RTMRG Side Letter, the RTMAC
Purchase Agreement, the RTMAC Amendment, the RTMMC Purchase Agreement, the
RTMMC Amendment and the Transaction Support Agreement (collectively, the "RTM
Acquisition Agreements") are attached as exhibits hereto and are incorporated
herein by reference. Except for their status as the contractual documents that
establish and govern the legal relations among the parties thereto with
respect to the RTM Acquisitions, the RTM Acquisition Agreements and the Credit
Agreement are not intended to be a source of factual, business or operational
information about the parties. The representations, warranties and covenants
made by the parties in the RTM Acquisition Agreements and
the Credit Agreement are qualified, including by information in the
confidential disclosure letters and supplements thereto that the parties
delivered to each other. Representations and warranties may be used as a tool
to allocate risks between the respective parties to the RTM Acquisition
Agreements and the Credit Agreement, including where the parties do not have
complete knowledge of all facts. Shareholders are not third-party
beneficiaries under the RTM Acquisition Agreements or the Credit Agreement and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of Triarc, ARG, RTM or any of their respective affiliates.
Triarc will file audited historical combined financial
statements of RTM and pro forma financial information as required by the
relevant Form 8-K rules under an amendment to this Form 8-K no later than 71
days after the date of the filing of this Form 8-K.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AND OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 of this Report under
the heading "Credit Agreement" is incorporated by reference into this Item
2.03.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Under the terms of the RTMRG Merger Agreement, at the July
25, 2005 closing of the First Merger disclosed in Item 2.01 of this Report,
Triarc paid $175 million in cash and issued 9,684,316 shares of Triarc Class
B-1 Common Stock (the "Shares") in exchange for all of the common stock of
RTMRG and granted options to purchase 774,066 shares of Triarc Class B-1
Common Stock (with a weighted average exercise price of $8.92 per share) (the
"Replacement Options"), which were issued in replacement of existing RTM
options. The Shares and the Replacement Options were issued only to RTMRG
Shareholders and holders of existing RTM options, respectively, that qualified
as "accredited investors" (as such term is defined in Rule 501(a) of the
Securities Act). The description of the RTM Acquisitions contained in Item
2.01 of this Report is incorporated herein by reference.
In connection with the issuance of the Shares in the First
Merger and the grant of Replacement Options, Triarc relied on the exemption
from registration under the Securities Act under Rule 506 of Regulation D
under the Securities Act and Section 4(2) of the Securities Act. Triarc
reasonably believed that there were no more than 35 "purchasers" (as such term
is defined in Rule 501(a) of the Securities Act) that would receive Shares and
would be granted Replacement Options in connection with the RTM Acquisitions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of May
27, 2005, by and among Triarc Companies, Inc.,
Arby's Acquisition Co., Arby's Restaurant, LLC,
RTM Restaurant Group, Inc. and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell
Welch.
2.2 Side Letter Agreement to the RTMRG Merger
Agreement, dated as of July 25, 2005, by and
among Triarc Companies, Inc., Arby's Acquisition
Co., Arby's Restaurant, LLC, RTM Restaurant
Group, Inc. and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch.
2.3 Membership Interest Purchase Agreement, dated as
of May 27, 2005, by and among Triarc Companies,
Inc., Arby's Restaurant Group, Inc., each of the
members of RTM Acquisition Company, L.L.C. and
Russell V. Umphenour, Jr., Dennis E. Cooper and
J. Russell Welch.
2.4 First Amendment to Membership Interest Purchase
Agreement, dated as of July 25, 2005, by and
among Triarc Companies, Inc., Arby's Restaurant
Group, Inc., each of the members of RTM
Acquisition Company, L.L.C. and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell
Welch.
2.5 Asset Purchase Agreement, dated as of May 27,
2005, by and among Triarc Companies, Inc.,
Arby's Restaurant Group, Inc., RTMMC
Acquisition, LLC, RTM Management Company,
L.L.C., each of the members of RTM Management
Company, L.L.C. and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch.
2.6 First Amendment to Asset Purchase Agreement,
dated as of July 25, 2005, by and among Triarc
Companies, Inc., Arby's Restaurant Group, Inc.,
RTMMC Acquisition, LLC, RTM Management Company,
L.L.C., each of the members of RTM Management
Company, L.L.C. and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch.
4.1 Registration Rights Agreement, dated as of July
25, 2005, among Triarc Companies, Inc. and
certain stockholders of Triarc Companies, Inc.
EXHIBIT NO. DESCRIPTION
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4.2 First Supplemental Indenture, dated as of July
13, 2005, among Arby's Franchise Trust, Ambac
Assurance Corporation, as Insurer and as
Controlling Party, and BNY Midwest Trust
Company, as Indenture Trustee.
10.1 Credit Agreement, dated as of July 25, 2005,
among Arby's Restaurant Group, Inc., Arby's
Restaurant Holdings, LLC, Triarc Restaurant
Holdings, LLC, the Lenders and Issuers party
thereto, Citicorp North America, Inc., as
Administrative Agent and Collateral Agent,
Citigroup Global Markets Inc., Banc of America
Securities LLC and Credit Suisse, Cayman Islands
Branch, as joint lead arrangers and joint
book-running managers, Bank of America, N.A. and
Credit Suisse, Cayman Islands Branch, as
co-syndication agents, and Wachovia Bank,
National Association, SunTrust Bank and GE
Capital Franchise Finance Corporation, as
co-documentation agents.
10.2 Employment Agreement, dated July 25, 2005, by
and between Douglas N. Benham and Arby's
Restaurant Group, Inc.
10.3 Transaction Support Agreement, dated as of May
27, 2005, by and among Triarc Companies, Inc.,
certain stockholders of RTM Restaurant Group,
inc. listed on the signature pages thereto and
Russell V. Umphenour, Dennis E. Cooper and J.
Russell Welch.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Triarc has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 29, 2005
TRIARC COMPANIES, INC.
By: /s/ Brian L. Schorr
-------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger, dated as of May 27, 2005, by
and among Triarc Companies, Inc., Arby's Acquisition Co.,
Arby's Restaurant, LLC, RTM Restaurant Group, Inc. and
Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell
Welch.
2.2 Side Letter Agreement to the RTMRG Merger Agreement, dated as
of July 25, 2005, by and among Triarc Companies, Inc., Arby's
Acquisition Co., Arby's Restaurant, LLC, RTM Restaurant
Group, Inc. and Russell V. Umphenour, Jr., Dennis E. Cooper
and J. Russell Welch.
2.3 Membership Interest Purchase Agreement, dated as of May 27,
2005, by and among Triarc Companies, Inc., Arby's Restaurant
Group, Inc., each of the members of RTM Acquisition Company,
L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch.
2.4 First Amendment to Membership Interest Purchase Agreement,
dated as of July 25, 2005, by and among Triarc Companies,
Inc., Arby's Restaurant Group, Inc., each of the members of
RTM Acquisition Company, L.L.C. and Russell V. Umphenour,
Jr., Dennis E. Cooper and J. Russell Welch.
2.5 Asset Purchase Agreement, dated as of May 27, 2005, by and
among Triarc Companies, Inc., Arby's Restaurant Group, Inc.,
RTMMC Acquisition, LLC, RTM Management Company, L.L.C., each
of the members of RTM Management Company, L.L.C. and Russell
V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch.
2.6 First Amendment to Asset Purchase Agreement, dated as of July
25, 2005, by and among Triarc Companies, Inc., Arby's
Restaurant Group, Inc., RTMMC Acquisition, LLC, RTM
Management Company, L.L.C., each of the members of RTM
Management Company, L.L.C. and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch.
4.1 Registration Rights Agreement, dated as of July 25, 2005,
among Triarc Companies, Inc. and certain stockholders of
Triarc Companies, Inc.
4.2 First Supplemental Indenture, dated as of July 13, 2005,
among Arby's Franchise Trust, Ambac Assurance Corporation, as
Insurer and as Controlling Party, and BNY Midwest Trust
Company, as Indenture Trustee.
10.1 Credit Agreement, dated as of July 25, 2005, among Arby's
Restaurant Group, Inc., Arby's Restaurant Holdings, LLC,
Triarc Restaurant Holdings, LLC, the Lenders and Issuers
party thereto, Citicorp North America, Inc., as
Administrative Agent and Collateral Agent, Citigroup Global
Markets Inc., Banc of America Securities LLC and Credit
Suisse, Cayman Islands Branch, as joint lead arrangers and
joint book-running managers, Bank of America, N.A. and Credit
Suisse, Cayman Islands Branch, as co-syndication agents, and
Wachovia Bank, National Association, SunTrust Bank and GE
Capital Franchise Finance Corporation, as co-documentation
agents.
10.2 Employment Agreement, dated July 25, 2005, by and between
Douglas N. Benham and Arby's Restaurant Group, Inc.
10.3 Transaction Support Agreement, dated as of May 27, 2005, by
and among Triarc Companies, Inc., certain stockholders of RTM
Restaurant Group, inc. listed on the signature pages thereto
and Russell V. Umphenour, Dennis E. Cooper and J. Russell
Welch.