Deerfield Triarc Capital Corp. Provides Update on Acquisition of Deerfield & Company
August 16 2007 - 5:15PM
PR Newswire (US)
CHICAGO, Aug. 16 /PRNewswire-FirstCall/ -- Deerfield Triarc Capital
Corp. (NYSE: DFR or "DFR") announced today that the Special
Committee of its Board of Directors has informed Triarc Companies,
Inc. (NYSE: TRY, TRY.B or "Triarc") that DFR has not yet been able
to complete on acceptable terms the financing necessary for DFR to
consummate the previously announced acquisition of Deerfield &
Company LLC ("Deerfield"), due to the current instability in the
credit markets. Deerfield is a Chicago-based fixed income asset
manager in which Triarc owns a controlling interest. DFR is
continuing to work with its lenders to obtain appropriate
financing. Under the definitive acquisition agreement, DFR's
obligation to complete the acquisition is subject to the receipt by
DFR of financing for the cash portion of the purchase price and
related transaction costs. On August 9, 2007, DFR's shareholders
approved the issuance in the acquisition of approximately 9.6
million DFR shares. Under the definitive agreement, the parties
have until October 19, 2007 to complete the transaction, unless
extended by mutual agreement. Deerfield is a Chicago-based
investment advisor that specializes in credit and structured
investment solutions and products. Deerfield owns 100% of Deerfield
Capital Management LLC, a registered investment advisor that has
been DFR's external manager since DFR's inception and that manages
approximately $14 billion of institutional client assets, primarily
in fixed income. Upon completion of the acquisition, DFR will
convert from its current external management structure into an
internally managed structure. About DFR DFR is a diversified
financial company formed in 2004 to invest in real estate-related
securities and various other asset classes. DFR has elected and
intends to continue to qualify to be taxed as a real estate
investment trust, or REIT, for federal income tax purposes. NOTES
TO PRESS RELEASE The statements in this press release that are not
historical facts, including, most importantly, information
concerning possible or assumed future results of operations of DFR
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 related 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. These forward-looking statements 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 those 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 the forward-looking statements
contained herein. Such factors include the recent dislocations in
the sub-prime mortgage sector and weakness in the broader mortgage
market, and their potential effect on our ability to obtain
financing, our financing costs, the marketability and value of our
portfolio securities, our book value, our compliance with REIT
qualification requirements, and other aspects of our business;
higher than expected prepayment rates on the mortgages underlying
our mortgage securities holdings; our inability to obtain favorable
interest rates or margin terms on the financing that we need to
leverage our mortgage securities and other positions; increased
rates of default on our loan portfolio (which risk rises as the
portfolio seasons), and decreased recovery rates on defaulted
loans; and flattening or inversion of the yield curve (short term
rates increasing at greater rate than longer term rates), reducing
our net interest income on our financed mortgage securities
positions. Such factors also include our inability adequately to
hedge our holdings sensitive to changes in interest rates;
narrowing of credit spreads, thus decreasing our net interest
income on future credit investments (such as bank loans); changes
in REIT qualification requirements, making it difficult for us to
conduct our investment strategy; lack of availability of qualifying
real estate-related investments; and disruption in the services we
receive from our Manager, such as loss of key portfolio management
personnel. Such factors further include our inability to continue
to issue collateralized debt obligation vehicles (which can provide
us with attractive financing for our debt securities investments);
adverse changes in accounting principles, tax law, or
legal/regulatory requirements; competition with other REITs for
investments with limited supply; changes in the general economy or
the debt markets in which we invest; the various risks relating to
the Deerfield transaction, including our failure to complete the
Deerfield transaction, the dilution of our common stock, the
indebtedness we will incur to complete the transaction, the ongoing
risks of Deerfield's business (such as the decline in advisory fee
revenue due to weak investment performance or withdrawal of client
assets under management) and Deerfield's revenue being subject to
income tax and other risks and uncertainties disclosed from time to
time in our filings with the SEC, all of which are difficult or
impossible to predict accurately and many of which are beyond our
control. 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 referenced above. 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 press release 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. For more
information, please visit the company's website, at
http://www.deerfieldtriarc.com/ DATASOURCE: Deerfield Triarc
Capital Corp. CONTACT: Richard G. Smith, Chief Financial Officer of
Deerfield Triarc Capital Corp., +1-773-380-6587; or analyst
inquiries, Leslie Loyet of the Financial Relations Board,
+1-312-640-6672, for Deerfield Triarc Capital Corp. Web site:
http://www.deerfieldtriarc.com/
Copyright