Under the terms of the definitive agreement, Deerfield’s senior management, including its chairman and CEO, Gregory Sachs, its president, Scott Roberts, and its chief investment officer, Jonathan Trutter, will remain in their current roles, and Deerfield’s portfolio management teams will remain intact.

Triarc will purchase an approximate 64% economic interest in Deerfield, representing in excess of 90% of the outstanding voting interests. The remainder of the economic and voting interests in Deerfield will be retained or owned by senior management of Deerfield.

The transaction is expected to close in the 2004 third quarter.

Triarc and Deerfield have also jointly formed an investment adviser to manage the assets of Triarc Deerfield Investment Corporation, a newly-formed business development company.

Upon the consummation of the acquisition of Deerfield by Triarc, Triarc Deerfield will be a wholly-owned subsidiary of Deerfield and an indirect subsidiary of Triarc.

Commenting on the Deerfield transaction, Triarc’s chairman and CEO, Nelson Peltz, said: Deerfield is a unique opportunity to establish a platform in the investment advisory business, which we believe has significant future growth potential.