Triarc Completes Acquisition of RTM Restaurant Group, Arby's Largest Franchisee; Arby's Restaurant Group, Inc. Enters into $720 Million Credit Facility

NEW YORK--()--July 25, 2005--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.


                        NOTES TO PRESS RELEASE

1. The description of the RTM acquisition contained herein is only a
   summary and is qualified in its entirety by reference to the
   definitive agreements relating to the acquisition, copies of which
   will be filed by us with the Securities and Exchange Commission as
   exhibits to our current and/or periodic filings under the
   Securities Exchange Act of 1934, as amended.

2. There can be no assurance RTM will be successfully integrated into
   our existing operations.

3. Combined income from continuing operations and pro forma adjusted
   EBITDA are derived from the unaudited consolidated financial
   statements of ARG and the preliminary unaudited combined financial
   statements (which are subject to further change and/or adjustment)
   of RTM. Triarc will file, among other things, pro forma financial
   information following the completion of the RTM acquisition as
   required by the relevant Form 8-K rules. The combined income from
   continuing operations and pro forma adjusted EBITDA that are being
   furnished herewith are subject to adjustments and may differ from
   the information that will be filed following completion of the RTM
   acquisition. The adjustments used to determine the combined income
   from continuing operations and pro forma adjusted EBITDA are based
   on preliminary estimates and will likely differ from the
   adjustments that will be included in the pro forma financial
   information that is included in the subsequent Form 8-K. In
   addition, ARG is expected to incur restructuring charges of
   approximately $10 million in connection with the acquisition of
   RTM. The amount of such charges included in this press release is
   only an estimate and has yet to be finalized; the final amount of
   such charges could vary materially from such estimate. When RTM is
   fully integrated into ARG, actual results may vary materially from
   the expectations contained herein.

4. The statements in this press release that are not historical facts,
   including, most importantly, information concerning possible or
   assumed future results of operations of Triarc Companies, Inc. and
   its subsidiaries (collectively, "Triarc" or the "Company") 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 relating 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, but are not limited to,
   the following:

    --  competition, including pricing pressures and the potential
        impact of competitors' new units on sales by Arby's(R)
        restaurants;

    --  consumers' perceptions of the relative quality, variety and
        value of the food products the Company offers;

    --  success of operating initiatives;

    --  development costs;

    --  advertising and promotional efforts;

    --  brand awareness;

    --  the existence or absence of positive or adverse publicity;

    --  new product and concept development by the Company and its
        competitors, and market acceptance of such new product
        offerings and concepts;

    --  changes in consumer tastes and preferences, including changes
        resulting from concerns over nutritional or safety aspects of
        beef, poultry, french fries or other foods or the effects of
        food-borne illnesses such as "mad cow disease" and avian
        influenza or "bird flu";

    --  changes in spending patterns and demographic trends;

    --  the business and financial viability of key franchisees;

    --  the timely payment of franchisee obligations due to the
        Company;

    --  availability, location and terms of sites for restaurant
        development by the Company and its franchisees;

    --  the ability of the Company's franchisees to open new
        restaurants in accordance with their development commitments,
        including the ability of franchisees to finance restaurant
        development;

    --  delays in opening new restaurants or completing remodels;

    --  anticipated or unanticipated restaurant closures by the
        Company and its franchisees;

    --  the Company's ability to identify, attract and retain
        potential franchisees with sufficient experience and financial
        resources to develop and operate Arby's restaurants;

    --  changes in business strategy or development plans, and the
        willingness of the Company's franchisees to participate in its
        strategy;

    --  business abilities and judgment of the Company's and its
        franchisees' management and other personnel;

    --  availability of qualified restaurant personnel to the Company
        and to its franchisees;

    --  the Company's ability, if necessary, to secure alternative
        distribution of supplies of food, equipment and other products
        to Arby's restaurants at competitive rates and in adequate
        amounts, and the potential financial impact of any
        interruptions in such distribution;

    --  changes in commodity (including beef), labor, supplies and
        other operating costs and availability and cost of insurance;

    --  adverse weather conditions;

    --  changes in legal or self-regulatory requirements, including
        franchising laws, accounting standards, environmental laws,
        overtime rules, minimum wage rates and taxation rates;

    --  the costs, uncertainties and other effects of legal,
        environmental and administrative proceedings;

    --  the impact of general economic conditions on consumer
        spending, including a slower consumer economy and the effects
        of war or terrorist activities;

    --  the Company's ability to identify appropriate acquisition
        targets in the future and to successfully integrate any future
        acquisitions into its existing operations; and

    --  other risks and uncertainties affecting the Company referred
        to in its Annual Report on Form 10-K for the fiscal year ended
        January 2, 2005 (see especially "Item 1. Business--Risk
        Factors" and "Item 7. Management's Discussion and Analysis of
        Financial Condition and Results of Operations") and in its
        other current and periodic filings with the Securities and
        Exchange Commission, all of which are difficult or impossible
        to predict accurately and many of which are beyond the
        Company's 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 referred to 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.


                     Arby's Restaurant Group, Inc.
        Reconciliation to Unaudited Historical ARG/RTM Combined
                   Twelve Months Ended April 3, 2005
                            (In Thousands)

                                             Adjustments
                                               for RTM
                                           Reclassifications,
                                             Eliminations  Historical
                      ARG as       RTM as    and Excluded   ARG/RTM
                     Reported     Reported     Items(a)     Combined
                   ------------ ------------ ------------ ------------

Revenues:
  Net sales        $   210,056  $   795,522  $        --  $ 1,005,578
  Royalties and
   franchise and
   related fees        102,040           --      (29,716)      72,324
                   ------------ ------------ ------------ ------------
                       312,096      795,522      (29,716)   1,077,902
                   ------------ ------------ ------------ ------------

Costs and expenses:
  Cost of sales,
   excluding
   depreciation and
   amortization        164,401      642,109      (78,882)     727,628
  Advertising and
   selling              17,003           --       50,118       67,121
  General and
   administrative,
   excluding
   depreciation
     and amortization   55,544       84,339       (2,704)     137,179
  Depreciation and
   amortization,
   excluding
     amortization of
      deferred
      financing costs   10,451       28,421       (1,524)      37,348
  Impairment of assets
   other than goodwill   3,382        1,100           --        4,482
                   ------------ ------------ ------------ ------------
                       250,781      755,969      (32,992)     973,758
                   ------------ ------------ ------------ ------------
    Operating profit    61,315       39,553        3,276      104,144

  Interest expense     (26,958)     (35,651)        (350)     (62,959)
  Insurance expense
   related to
   long-term
   debt                 (3,787)          --           --       (3,787)
  Interest and other
   income, net            (931)       1,198           53          320
                   ------------ ------------ ------------ ------------
    Income from
     continuing
     operations
     before
     income taxes       29,639        5,100        2,979       37,718
Provision for income
 taxes                 (11,978)      (2,124)        (252)     (14,354)
                   ------------ ------------ ------------ ------------
    Income from
     continuing
     operations    $    17,661  $     2,976  $     2,727  $    23,364
                   ============ ============ ============ ============


                     Arby's Restaurant Group, Inc.
         Reconciliation of Unaudited Pro Forma Adjusted EBITDA
                   Twelve Months Ended April 3, 2005
                            (In Thousands)


                            Historical
                              ARG/RTM      Normalizing
                             Combined    Adjustments(c)  Synergies(d)
                          -------------- -------------- --------------

Revenues:
  Net sales               $   1,005,578  $     (18,300)  $         --
  Royalties and franchise
     and related fees            72,324         (1,300)            --
                          -------------- -------------- --------------
                              1,077,902        (19,600)            --
                          -------------- -------------- --------------

Costs and expenses:
  Cost of sales,
   excluding depreciation
   and amortization             727,628        (15,500)            --
  Advertising and selling        67,121           (200)            --
  General and
   administrative,
   excluding depreciation
   and amortization             137,179        (23,500)        (9,000)
  Depreciation and
   amortization,
   excluding amortization
   of deferred financing
   costs                         37,348             --             --
  Impairment of assets
   other than goodwill            4,482         (4,482)            --
                          -------------- -------------- --------------
                                973,758        (43,682)        (9,000)
                          -------------- -------------- --------------
       Operating profit         104,144         24,082          9,000

  Interest expense              (62,959)            --             --
  Insurance expense
   related to long-term
   debt                          (3,787)            --             --
  Interest and other
   income, net                      320             --             --
                          -------------- -------------- --------------
       Income from
        continuing
        operations before
        income taxes             37,718         24,082          9,000
Provision for income
 taxes                          (14,354)        (9,368)        (3,501)
                          -------------- -------------- --------------
       Income from
        continuing
        operations        $      23,364  $      14,714   $      5,499
                          ============== ============== ==============

Reconciliation of income
 from continuing
 operations to
 Adjusted EBITDA:
  Provision for income
   taxes
  Interest and other
   income, net
  Interest expense
  Depreciation and
   amortization,
   excluding amortization
   of deferred financing
   costs 

    Adjusted EBITDA(b)

Calculation of Adjusted
 EBITDA:
  Pro forma operating
   profit, as adjusted
  Pro forma depreciation
   and amortization,
   excluding amortization
   of deferred financing
   costs, as adjusted

    Adjusted EBITDA

                                     ARG
                                     and
                    Reversal of      RTM
                      Triarc      Combined   Adjustments
                    Management       and     for the RTM
                       Fee(e)    Normalized  Transaction   Pro Forma
                   ------------ ------------ ------------ ------------

Revenues:
  Net sales        $        --  $   987,278  $        --  $   987,278
  Royalties and
   franchise
   and related
   fees                     --       71,024           --       71,024
                   ------------ ------------ ------------ ------------
                            --    1,058,302                 1,058,302
                   ------------ ------------ ------------ ------------

Costs and
 expenses:
  Cost of sales,
   excluding
   depreciation
   and amortization         --      712,128       (1,083)     711,045
  Advertising and
   selling                  --       66,921           --       66,921
  General and
   administrative,
   excluding
   depreciation
   and
   amortization         (5,000)      99,679           --       99,679
  Depreciation and
   amortization,
   excluding
   amortization
   of deferred
   financing costs          --       37,348        4,641       41,989
  Impairment of
   assets other
   than goodwill            --           --           --           --
                   ------------ ------------ ------------ ------------
                        (5,000)     916,076        3,558      919,634
                   ------------ ------------ ------------ ------------
       Operating
        profit           5,000      142,226       (3,558)     138,668

  Interest expense          --      (62,959)       8,032      (54,927)
  Insurance
   expense related
   to long-term
   debt                     --       (3,787)       3,787           --
  Interest and
   other income, net        --          320           --          320
                   ------------ ------------ ------------ ------------
    Income from
     continuing
     operations
     before income
     taxes               5,000       75,800        8,261       84,061
Provision for
 income taxes           (1,945)     (29,168)      (5,947)     (35,115)
                   ------------ ------------ ------------ ------------
    Income from
     continuing
     operations    $     3,055  $    46,632  $     2,314       48,946
                   ============ ============ ============

Reconciliation of
 income from
 continuing
 operations to
 Adjusted EBITDA:
  Provision for
   income taxes                                                35,115
  Interest and
   other income,
   net                                                           (320)
  Interest expense                                             54,927
  Depreciation and
   amortization,
   excluding
   amortization of
   deferred
   financing costs                                             41,989
                                                          ------------
    Adjusted EBITDA(b)                                    $   180,657
                                                          ============

Calculation of
 Adjusted EBITDA:
  Pro forma
   operating
   profit, as
   adjusted                                               $   138,668
  Pro forma
   depreciation
   and
   amortization,
   excluding
   amortization of
   deferred
   financing
   costs, as
   adjusted
                                                               41,989
                                                          ------------
    Adjusted EBITDA                                       $   180,657
                                                          ============

(a) Reflects reclassifications of RTM amounts for consistency with
    ARG, elimination of intercompany income and expense items between
    ARG and RTM and adjustments for certain operations of RTM not
    included in the acquisition.

(b) EBITDA consists of operating profit plus depreciation and
    amortization. Adjusted EBITDA represents 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. We
    use EBITDA as an internal measurement of operating performance as
    well as assisting investors in the understanding of our
    performance by using a measure that is unaffected by changes in
    capital structure or capital investment cycles. This term, as we
    define it, may not be comparable to a similarly titled measure
    used by other companies and is not a measure of performance or
    liquidity presented in accordance with GAAP. Adjusted EBITDA
    should not be used as a substitute for income from continuing
    operations, net cash provided by or used in operations or other
    financial data prepared in accordance with GAAP.

(c) Normalizing adjustments include non-recurring adjustments,
    efficiency improvements and adjustments to compensation expenses
    reflecting levels consistent with public companies.

(d) Reflects the elimination of duplicate positions and offices net of
    estimated additional costs.

(e) Reflects the add-back of fees charged to ARG as a wholly-owned
    subsidiary of Triarc under a corporate services agreement.

Contacts

Triarc Companies, Inc.
Anne A. Tarbell, 212-451-3030
www.triarc.com

Contacts

Triarc Companies, Inc.
Anne A. Tarbell, 212-451-3030
www.triarc.com