Triarc Companies, Inc. (NYSE: TRY) announced September 18 that it has signed a definitive agreement to sell its Snapple Beverage Group to Cadbury Schweppes plc (LSE: CBRY, NYSE: CSG) at an enterprise value of $1.45 billion. The purchase price will consist of approximately $910 million in cash plus the assumption of approximately $420 million of debt. Following the closing, a cash payment will be made by Snapple Beverage Group for employee options. Snapple Beverage Group owns the leading premium beverage brands—Snapple®, Mistic® and Stewart's®—and a soft drinks concentrates business whose brands include Royal Crown®, Diet Rite®, RC Edge(TM) and Nehi®.
Upon completion of the Snapple sale, Triarc will continue to own the Arby's® restaurant franchise business, which had EBITDA of $50.0 million for the last 12 months. Arby's has an approximately 73% share of the roast beef sandwich segment of the quick service restaurant category. Triarc also franchises the T.J. Cinnamons® and Pasta Connection® brands. Triarc will be nearly debt-free, with a strong cash position in excess of $400 million and total debt of approximately $20 million. Triarc will evaluate options for the use of the Snapple sale proceeds, including investments in new businesses which management believes can build shareholder value.
The transaction is expected to close in the fourth quarter of 2000, subject to antitrust filings and customary closing conditions. As a result of the sale, Triarc intends to withdraw its previously announced filing for an initial public offering of the Snapple Beverage Group.
Cadbury Schweppes will assume Triarc's $360 million ($118.5 million current accreted value) zero coupon convertible subordinated debentures due 2018 and Snapple's $300 million 10 1/4% senior subordinated notes due 2009. In addition, prior to the closing, Triarc will repay approximately $450 million outstanding under Snapple's existing credit facilities, subject to adjustment at closing.
Following the closing, a cash payment of approximately $120 million will be made by Snapple Beverage Group for employee options.
In consideration for providing Cadbury with the benefit of a 338(h)(10) election under the Internal Revenue Code, Triarc will receive from Cadbury an additional cash payment of approximately $200 million to offset the additional tax liability that will result from the election.
Triarc expects to record a pre-tax gain on the transaction in excess of $700 million (in excess of $400 million after tax and other adjustments), or in excess of $16.00 per fully diluted share, from the Snapple sale.
"With the sale to Cadbury Schweppes, we have realized substantial value from our Snapple Beverage Group investment," said Nelson Peltz, chairman and CEO of Triarc, said. "Over the past few years, Mike Weinstein and his team have done an extraordinary job in turning around Snapple and building the Mistic, Stewart's and Royal Crown businesses. We wish the Snapple Beverage Group team all the best with Cadbury Schweppes and thank them for their many contributions to Triarc.''
Morgan Stanley Dean Witter acted as the primary financial advisor to Triarc on this transaction.