June 20, 2005
Mail Stop 4561
Jonathan W. Trutter
Chief Executive Officer
Deerfield Triarc Capital Corp.
8700 West Bryn Mawr Avenue, 12th Floor
Chicago, IL 60631
Re: Deerfield Triarc Capital Corp.
Amendment No. 3 to Form S-11 filed on June 14, 2005
Amendment No. 4 to Form S-11 filed on June 15, 2005
File No. 333-123762
Dear Mr. Trutter:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General Comments
1. We note your response to prior comment 1 and have reviewed the
operative agreements. We note that Section 5 of your stock
agreement
and Section 2(d) of your option agreement allow your manager to
transfer incentive stock and options to any employee or officer or
person who provides services to the manager (as opposed to you)
upon
advance notice to your plan administrator (compensation committee
approval is not required). We further note that your manager is
not
in any way restricted from making transfers prior to the
expiration
of a year from the date of issuance. Finally, we note that all
transfers would be made in consideration of services rendered. We
do
not see how lack of a general solicitation or the confidential
determination of allocation amounts bears on the manager`s status
as
an underwriter. In light of the foregoing, please reconsider
whether
your manager will be taking incentive shares with a view toward
distribution and, if it is, please tell us what exemption from
registration you intend to rely on for distributions to your
manager`s employees and service providers.
2. We note your supplemental correspondence dated June 8, 2005,
related to the tax opinion to be provided by Hunton & Williams in
connection with your planned reduction of the ownership limit on
Ross
Financial Corporation and the increase in the ownership limits for
other shareholders. Please confirm that the tax opinion to be
attached as an exhibit to your registration statement will take
into
account your planned changes in ownership limits.
3. We note your response to prior comment 2, that your manager and
Triarc have already brought you investment opportunities. In the
appropriate section of your MD&A, please identify all such
investments made by you and describe the affiliation with your
manager or Triarc. Also, please amend your discussion of
conflicts
of interest beginning on page 10 to indicate that your manager has
already caused you to invest in affiliated entities and quantify
the
investment.
Our Business Strengths, page 7
4. In the first paragraph, please disclose limits on your ability
to
invest in alternative asset classes. In the second paragraph,
please
disclose limits on your ability to invest in "higher-yielding
fixed
income asset classes." Also, please remove the modifier
"substantial" from the last sentence. In the third paragraph,
please
remove the modifier "extensive" from the first sentence. Also,
please provide us with supplemental support for your assertion
that
your manager and Triarc currently provide you with investment
opportunities across all of your asset classes. In the fifth
paragraph, remove the modifier "extensive" from the title and
quantify (as a percentage of portfolio) investment opportunities
to
date.
Other
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Matt Maulbeck at 202-551-3466 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or the undersigned
at
202-551-3780 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Daniel M. LeBey, Esq. (via facsimile)
Hunton & Williams LLP
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Deerfield Triarc Capital Corp.
June 20, 2005
Page 1