Deerfield Triarc Capital Corp. Provides Update On Acquisition of Deerfield & Company
October 22 2007 - 8:04AM
PR Newswire (US)
CHICAGO, Oct. 22 /PRNewswire-FirstCall/ -- Deerfield Triarc Capital
Corp. (NYSE: DFR or "DFR") announced today that it is continuing to
explore with Triarc Companies, Inc. (NYSE: TRY, TRY.B or "Triarc")
revised terms and conditions of its previously announced
acquisition of Deerfield & Company LLC ("Deerfield"), a
Chicago-based fixed income asset manager. Triarc owns a controlling
interest in Deerfield, a wholly owned subsidiary of which is DFR's
external manager. The parties mutually terminated their April 19,
2007 agreement on October 19, 2007. On August 16, 2007, DFR
announced that it had not yet been able to complete on acceptable
terms the financing necessary for DFR to consummate the acquisition
by DFR of Deerfield, due to instability in the credit markets.
DFR's obligation to complete the acquisition was subject to the
receipt by DFR of financing for the cash portion of the purchase
price and related transaction costs. Under the existing agreement,
each party had the right to terminate the agreement beginning
October 19, 2007. There can be no assurance that DFR and Triarc
will reach agreement on revised terms and conditions for the
acquisition of Deerfield. Even if reached, such terms and
conditions would likely differ materially from those set forth in
the terminated agreement. DFR's Special Committee of its Board of
Directors has not considered or approved any revised terms or
conditions. 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 go to the company 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 Financial Relations Board,
+1-312-640-6672 Web site: http://www.deerfieldtriarc.com/
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