Triarc Completes Acquisition Of Rtm Restaurant Group, Arby's Largest Franchisee

Triarc Companies, Inc. (NYSE: TRY; TRY.B) announced today that it has completed its acquisition of RTM Restaurant Group ("RTM"). Triarc, through its subsidiaries, is the franchisor of the Arby's(R) 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 (NYSE: TRY.B), 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). For the twelve months ended April 3, 2005, unaudited combined income from continuing operations and unaudited consolidated pro forma adjusted EBITDA (defined as combined operating profit plus the sum of (1) depreciation and amortization, excluding amortization of deferred financing costs, (2) normalizing adjustments, (3) estimated synergies, (4) Triarc's management fee and (5) adjustments related to the RTM transaction, including the estimated impact of purchase accounting and the refinancing) for ARG were approximately $23.4 million and $180.7 million, respectively. Before giving effect to the closing of the RTM acquisition, ARG had unaudited income from continuing operations of $17.7 million for the twelve months ended April 3, 2005. See the attached tables that provide a reconciliation to unaudited historical combined income from continuing operations of ARG and RTM and a reconciliation to unaudited pro forma adjusted EBITDA of the combined company, respectively. In addition, ARG is expected to incur employee related restructuring charges in connection with the acquisition of RTM, 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. Douglas N. Benham, President and Chief Executive Officer of Arby's since January 2004, will lead ARG as its President and Chief Executive Officer. Prior to joining Arby's, Mr. Benham was the Chief Financial Officer of RTM. Thomas A. Garrett, currently President of RTM, will become ARG's Chief Operating Officer. Todd D. Weyhrich, currently Arby's Chief Financial Officer, Sharron L. Barton, currently RTM's Chief Administrative Officer, and Jordan E. Krolick, currently Arby's Chief Development Officer, will serve in similar capacities for the combined company. It is also expected that Russell V. Umphenour, Jr., RTM's Chief Executive Officer, will join the Triarc Board of Directors. The ARG management team, which will consist of management from both Arby's and RTM, has an average of 15 years of quick service restaurant experience and an average of 14 years with Arby's. The combined company, the franchisor of the Arby's restaurant system and the owner and operator of over 1,000 Arby's restaurants located in the United States, will be headquartered in Atlanta, GA. Commenting on the RTM acquisition, Nelson Peltz, Triarc's Chairman and Chief Executive Officer, said: "This accretive transaction presents a unique opportunity to combine the ownership and management of our leading national quick service restaurant brand with the operational excellence of its largest franchisee. As a result of the transaction, the combined company should be positioned to implement multiple growth initiatives, to benefit from scale efficiencies and, working with franchisees, to refine operational practices across the franchise system. We are also very pleased with the strong market response to Arby's Restaurant Group's new financing. The credit facility gives Arby's both flexibility and liquidity to fund future growth." Commenting on the transaction, Russell V. Umphenour, Jr., RTM's Chief Executive Officer, said: "The acquisition of RTM by Arby's is a natural and logical next step in Arby's 40-year brand history. We are delighted to be on the same team as our friends and long time business associates, Nelson Peltz and Peter May and their team at Triarc and Arby's." Douglas N. Benham, Arby's President and Chief Executive Officer, said: "Arby's acquisition of RTM will create a large, fully integrated and growing restaurant company. As a result of the RTM acquisition, we see many future opportunities to continue to improve and accelerate unit development. We also believe we should be well positioned to improve our brand equity and that system-wide profitability should continue to increase. We look forward to effecting these value-enhancing changes with our franchisees." 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.

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