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Sutherland Represents The RTM Restaurant Group in Approximately $340 Million Acquisition by Triarc Companies, Inc.

June 7, 2005

ATLANTA (June 7, 2005)Sutherland Asbill & Brennan LLP is representing The RTM Restaurant Group (RTM) in an approximately $340 million transaction with New York-based Triarc Companies, Inc. (NYSE: TRY; TRY.B) under which Triarc will acquire RTM.  Triarc is the parent of Arby's Franchise Trust, the franchisor of the Arby's® restaurant system, which consists of approximately 3,500 restaurants, and is the operator of 233 Arby's restaurants.  RTM is Arby's largest franchisee, with 755 restaurants in 21 states.

Total consideration in acquisition, announced May 31, will consist of $175 million in cash, subject to adjustment under certain circumstances; shares of Triarc common stock; and the assumption of certain indebtedness.  The shares included in the transaction will be either 10 million shares of Triarc's existing Class B common stock, Series 1 ("Series B-1 Stock") or 10 million shares of a newly created, non-voting Triarc Class B common stock, Series 2 ("Series B-2 Stock") that converts into shares of Series B-1 Stock.  In connection with the RTM acquisition, the Arby's Restaurant Group (ARG), a wholly owned subsidiary of Triarc, will also assume RTM's existing net debt and related expenses, including capitalized lease obligations and financing obligations.  The acquisition and related debt refinancings are expected to be completed during the third quarter of 2005.

The Sutherland team was led by corporate Partner Mark Kaufman, and included corporate Partner Ed Kallal, tax Partner Reggie Clark, tax Counsel Ian Herbert, and corporate Associates Loren West and Marc Rawls.

The RTM Restaurant Group operates 895 restaurants in 23 states and 42 markets. The company's portfolio of restaurant concepts includes Arby's Roast Beef Restaurants and Mrs. Winner's Chicken & Biscuits.

Sutherland Asbill & Brennan LLP is a national law firm known for solving challenging business problems and resolving unique legal issues for many of the nation's largest companies.  Founded in 1924, the firm has grown to approximately 500 lawyers with offices in Atlanta, Austin, Houston, New York, Tallahassee and Washington.  For further information about the firm, please visit

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