UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2008
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-33920

 
TRIAN ACQUISITION I CORP.
 (Exact name of Registrant as specified in its charter)
 
     
Delaware
 
26-1252336
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
280 Park Avenue, 41 st Floor
New York, New York  10017
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (212) 451-3000
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
          Large accelerated filer   ¨                                                                     Accelerated filer   ¨         
 
          Non-accelerated filer   x    (do not check if a smaller reporting company)      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     x   Yes     ¨   No

There were 115,000,000 shares of the Company’s common stock, par value $0.0001 per share, outstanding on November 1, 2008.

 
 
 


Index

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2
 

Cautionary Note Regarding Forward-Looking Statements
 
The statements contained in this Quarterly Report on Form 10-Q, and the information incorporated by reference, that are not purely historical are forward-looking statements.  Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future.  In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.  Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
 
 
·  
our ability to consummate our business combination;
   
·  
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our business combination;
   
·  
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our business combination, as a result of which they would then receive expense reimbursements;
   
·  
our potential ability to obtain additional financing to consummate our business combination, particularly in light of recent significant disruptions in the equity and credit markets;
   
·  
our pool of prospective target businesses;
   
·  
the ability of our officers and directors to generate a number of potential investment opportunities;
   
·  
our public securities’ liquidity and trading;
   
·  
the delisting of our securities from the American Stock Exchange or the ability to have our securities listed on the American Stock Exchange or any other securities exchange following a business combination;
   
·  
the use of proceeds not held in the trust account or available to us from income on the trust account balance; or
   
·  
our financial performance.


The forward-looking statements contained or incorporated by reference in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us.  There can be no assurance that future developments affecting us will be those that we have anticipated.  These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  These risks and uncertainties include, but are not limited to, those factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

References in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “company” or “our company” refer to Trian Acquisition I Corp.


PART 1 – FINANCIAL INFORMATION

Item 1.
 Financial Statements


TRIAN ACQUISITION I CORP.
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS

   
December 31,
   
September 30,
 
   
2007
   
2008
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 117,774     $ 264,370  
Restricted cash equivalents held in the trust account (Notes 1 and 3)
    --       909,890,212  
Prepaid expenses
    --       434,999  
Total current assets
    117,774       910,589,581  
Noncurrent assets:
               
Deferred offering costs
    935,979       --  
Total assets
  $ 1,053,753     $ 910,589,581  
                 
Liabilities and Stockholders’ Equity (Deficit)
               
Current liabilities:
               
Accrued income taxes
  $ --     $ 180,317  
Other accrued expenses (Note 4)
    895,075       90,790  
Deferred underwriters’ discount (Note 1)
    --       29,808,000  
Note payable to sponsor
    250,000       --  
Total current liabilities
    1,145,075       30,079,107  
                 
Common stock subject to redemption, $0.0001 par value;
               
3,000,000 shares issued and outstanding at December 31, 2007,
               
36,799,999 shares issued and outstanding at September 30, 2008
               
(Note 1)
    3,261       362,152,639  
Deferred interest attributable to common stock subject to redemption
               
(net of income taxes of $1,386,812) (Note 1)
    --       1,694,993  
                 
Commitments and contingencies
               
                 
Stockholders’ equity (deficit):
               
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
               
none issued or outstanding
    --       --  
Common stock, $0.0001 par value; 225,000,000 shares authorized,
               
20,000,000 shares issued and outstanding at December 31, 2007,
               
500,000,000 shares authorized; 78,200,001 shares issued and
               
outstanding at September 30, 2008 (Notes 1 and 2)
    2,000       7,820  
Additional paid-in capital (Notes 1, 2 and 4)
    19,739       513,344,837  
Surplus (deficit) accumulated during the development stage
    (116,322 )     3,310,185  
Total stockholders’ equity (deficit)
    (94,583 )     516,662,842  
Total liabilities and stockholders’ equity (deficit)
  $ 1,053,753     $ 910,589,581  

See accompanying notes to financial statements.




TRIAN ACQUISITION I CORP.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



   
Period from
             
   
October 16,
   
Three
   
Nine
 
   
2007
   
Months
   
Months
 
   
(inception) to
   
Ended
   
Ended
 
   
September 30, 2008
   
September 30, 2008
   
September 30, 2008
 
                   
Income:
                 
Interest income
  $ 10,213,319     $ 3,750,135     $ 10,213,066  
                         
Expenses:
                       
Professional fees and other expenses
    1,017,824       290,503       901,249  
Income before income taxes
    9,195,495       3,459,632       9,311,817  
Provision for income taxes
    4,190,317       1,556,834       4,190,317  
Net income
  $ 5,005,178     $ 1,902,798     $ 5,121,500  
                         
Deferred interest, net of taxes, attributable to
                       
common stock subject to redemption
    (1,694,993 )     (827,768 )     (1,694,993 )
Net income attributable to common stock
  $ 3,310,185     $ 1,075,030     $ 3,426,507  
                         
Income per common share:
                       
Basic and diluted
  $ 0.05     $ 0.01     $ 0.05  
                         
Weighted average common shares outstanding
                       
Basic and diluted (Note 1)
    60,789,744       78,200,001       72,252,556  

















See accompanying notes to financial statements.


  TRIAN ACQUISITION I CORP.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


             
   
Period from
       
   
October 16,
   
Nine
 
   
2007
   
Months
 
   
(inception) to
   
Ended
 
   
September 30, 2008
   
September 30, 2008
 
             
Cash Flows from Operating Activities:
           
Net income
  $ 5,005,178     $ 5,121,500  
Adjustments to reconcile net income to net cash provided by operating
               
 activities:
               
Interest income on restricted cash equivalents held in the trust account
    (10,208,834 )     (10,208,834 )
Withdrawal of restricted cash equivalents held in the trust account
    5,926,622       5,926,622  
Changes in operating assets and liabilities:
               
Increase in prepaid expenses
    (434,999 )     (434,999 )
Increase in accrued income taxes
    180,317       180,317  
Increase in other accrued expenses
    90,790       11,215  
Net cash and cash equivalents provided by operating activities
    559,074       595,821  
                 
Cash Flows from Investing Activities:
               
Initial investment in restricted cash equivalents held in the trust account
    (905,608,000 )     (905,608,000 )
Purchases of restricted short-term investments held in the trust account
    (662,346,548 )     (662,346,548 )
Maturities of restricted short-term investments held in the trust account
    662,346,548       662,346,548  
Net cash and cash equivalents used in investing activities
    (905,608,000 )     (905,608,000 )
                 
Cash Flows from Financing Activities:
               
Proceeds of initial public offering, including deferred underwriters’
               
discount, held in the trust account
    895,608,000       895,608,000  
Proceeds from issuance of sponsor warrants held in the trust account
    10,000,000       10,000,000  
Proceeds from initial public offering held outside the trust account
    1,300,000       1,300,000  
Payments for offering costs
    (1,619,704 )     (1,499,225 )
Proceeds from note payable to sponsor
    250,000       --  
Repayment of note payable to sponsor
    (250,000 )     (250,000 )
Proceeds from sale of sponsor units
    25,000       --  
Net cash and cash equivalents provided by financing activities
    905,313,296       905,158,775  
                 
Increase in cash and cash equivalents
    264,370       146,596  
Cash and cash equivalents at beginning of period
    --       117,774  
Cash and cash equivalents at end of period
  $ 264,370     $ 264,370  
                 
Supplemental Disclosure of Noncash Financing Activities:
               
Accrual of deferred underwriters’ discount
  $ 29,808,000     $ 29,808,000  





See accompanying notes to financial statements.


TRIAN ACQUISITION I CORP.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1—ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Operations

Trian Acquisition I Corp. (the “Company”) was incorporated in Delaware on October 16, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets.  The Company is considered in the development stage and is subject to the risks associated with development stage companies.

At September 30, 2008, the Company had not effected a business combination.  All activity through September 30, 2008 relates to the Company’s formation, its initial public offering described below and conducting the selection process with respect to a business combination or combinations.  In connection with the Company’s formation and as described in Note 5, in October 2007 the Company’s Sponsor (as defined below) purchased an aggregate of 23,000,000 units of the Company, each consisting of one share of common stock and one warrant to purchase an additional share of common stock.  The Company’s fiscal year ends on December 31.

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with Rule 10-1 of Regulation S-X promulgated by the Securities and Exchange Commission and, accordingly, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America.  In the opinion of the Company, however, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2008 and the results of its operations for the period from October 16, 2007 (date of inception) to September 30, 2008, and the three and nine months ended September 30, 2008.  The results of operations for these periods are not necessarily indicative of the results of operations to be expected for a full fiscal year.

The registration statement for the Company’s initial public offering (the “Offering”) described in Note 2 was declared effective January 23, 2008.  The Company consummated the Offering (including units sold pursuant to the underwriters’ exercise of their over-allotment option) on January 29, 2008 and immediately prior to such Offering, the Sponsor purchased 10,000,000 warrants at $1.00 per warrant from the Company in a private placement (the “Private Placement”) (see Notes 2 and 4).  The Company intends to effect a business combination using the proceeds of the Offering, its capital stock, debt or a combination of cash, stock and debt.  The business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the Company’s net assets held in trust (net of taxes and amounts disbursed to the Company for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of such business combination.  If the Company acquires less than 100% of one or more target businesses, the aggregate fair market value of the portion or portions the Company acquires must equal at least 80% of such net assets at the time of the business combination.  The Company will not consummate a business combination unless it acquires a controlling interest in a target company, whether through the acquisition of the majority of the voting interests of the target or through other means.

The Company’s efforts in identifying prospective target businesses is not limited to a particular industry or group of industries.  Instead, the Company intends to focus on various industries and target businesses that may provide significant opportunities for increasing profitability.

Net proceeds of $905,608,000 from the Offering and the Private Placement received on January 29, 2008 are held in a trust account (“Trust Account”) and will only be released to the Company upon the earlier of: (i) the consummation of a business combination; or (ii) the Company’s liquidation, except to satisfy stockholder conversion rights (as described below).  The proceeds in the Trust Account include $29,808,000 of deferred underwriting discount, which represents 3.24% of the Offering proceeds.  Upon consummation of a business combination, such deferred underwriting discount, reduced pro-ratably by the exercise of stockholder conversion
 
rights, will be paid to the underwriters from the funds held in the Trust Account.  Proceeds held outside of the Trust Account as well as income of up to $9,500,000 earned on the Trust Account that may be released to the Company (as discussed in Note 2) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.  The proceeds held in the Trust Account may be invested by the trustee only in United States government securities with maturities of 180 days or less or in money market funds, both meeting certain conditions of the Investment Company Act of 1940.

The Company will seek stockholder approval before it effects its initial business combination, even if the business combination would not ordinarily require stockholder approval under applicable law.  In connection with the stockholder vote required to approve a business combination or an extension of the Company’s corporate existence up to July 23, 2010 (which is 30 months from the date of the prospectus filed with the Securities and Exchange Commission) (the “Extension Period”) in the event the Company has entered into a definitive agreement for, but has not yet consummated, a business combination, the Company’s stockholders immediately prior to the consummation of the Offering, including Trian Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”), have agreed and their permitted transferees will agree, to vote the shares owned by them immediately before the Offering in accordance with the majority of the shares of common stock voted by holders of common stock acquired either as part of the units sold in the Offering or in the after market (the “Public Stockholders”).  The Company will proceed with a business combination only if (i) the business combination is approved by a majority of votes cast by the Public Stockholders at a duly held stockholders meeting, (ii) an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence is approved by a majority of the Company’s outstanding shares of common stock, and (iii) conversion rights (as described below) have been exercised with respect to less than 40% of the shares of common stock issued in the Offering, on a cumulative basis (including the shares as to which conversion rights were exercised in connection with a stockholder vote, if any, to approve an extension of the time period within which the Company must consummate a business combination and the stockholder vote to approve a business combination).  If the conditions to consummate the proposed business combination are not met but sufficient time remains before the Company’s corporate life expires, the Company may attempt to effect another business combination.

If the business combination is approved and consummated, subject to a limitation on the ability of a stockholder or more than one stockholder acting as a group to exercise conversion rights with respect to more than 10% of the outstanding shares, each Public Stockholder voting against such business combination will be entitled to convert its shares of common stock into a pro rata share of the aggregate amount then on deposit in the Trust Account (including the deferred underwriters’ discount and income earned on the Trust Account, net of income taxes payable on such income and investment management fees paid and net of income of up to $9,500,000 on the Trust Account disbursed to fund the Company’s working capital requirements).  Public Stockholders who convert their stock into their share of the Trust Account will continue to have the right to exercise any warrants they may hold.

If the Company does not consummate a business combination by January 23, 2010 (or within the Extension Period, if applicable), the Company will liquidate and promptly distribute only to the Public Stockholders the amount in the Trust Account, less any income taxes payable on income, investment management fees payable and any income of up to $9,500,000 previously released to the Company and used to fund its working capital requirements, plus any remaining net assets.  If the Company fails to consummate a business combination within such time period, the Company’s amended and restated certificate of incorporation also provides that the Company’s corporate existence will automatically cease on January 23, 2010 (or at the conclusion of the Extension Period, if applicable) except for the purpose of winding up its affairs and liquidating. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10 offering price per share (assuming no value is attributed to the warrants contained in the units offered in the Offering discussed in Note 2).

On January 23, 2008 the Company declared a stock dividend of 0.06667 shares of common stock for each share of common stock issued and outstanding and adjusted the number of Sponsor units and warrants included in those units.  All share and per share data in the accompanying financial statements and these notes reflect this stock dividend.


Significant Accounting Policies

Cash and cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.  Cash and cash equivalents at December 31, 2007 and September 30, 2008 principally consisted of cash in a mutual fund money market account.

Restricted cash equivalents and short-term investments held in the trust account —Of the net proceeds of the Offering and the Private Placement, $905,608,000 was placed in the Trust Account including $29,808,000 of deferred underwriters’ discount.  These amounts are classified as restricted assets since such amounts can only be used by the Company in connection with a business combination.  At September 30, 2008, the Trust Account is invested in U.S. Treasury bills and two money market mutual funds that invest only in U.S. Treasury securities.  At September 30, 2008, the aggregate balance in the Trust Account was $909,890,212, which reflects $10,208,834 of interest income less $5,926,622 withdrawn to make income tax payments and pay expenses, and represents approximately $9.89 per share held by Public Stockholders.

Restricted cash equivalents held in the trust account —The Company classifies investments in U.S. treasury bills with maturities of 90 days or less when purchased and money market mutual fund investments as “Restricted cash equivalents held in the trust account.”

Restricted short-term investments held in the trust account —The Company classifies investments in U.S. treasury bills with maturities greater than 90 days and less than 181 days when purchased as “Restricted short-term investments held in the trust account.”  These investments are classified as held-to-maturity and, accordingly, are carried at amortized cost.  At September 30, 2008, all investments held in the Trust Account had maturities of 90 days or less when purchased and, accordingly, none of the investments was classified as “Restricted short-term investments held in the trust account” as of that date.

Concentration of credit risk —Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held.  The Company does not believe the cash equivalents and short-term investments held in the Trust Account are subject to significant credit risk as the portfolio is invested in United States government securities and money market funds that invest in securities of the United States government.

Use of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Common stock subject to redemption —As discussed in more detail above, the Company will only proceed with a business combination if (1) it is approved by a majority of the votes cast by Public Stockholders and (2) Public Stockholders holding less than 40% (36,800,000) of the shares of common stock sold in the Offering exercise their conversion rights.  Accordingly, the Company has classified 36,799,999 shares of its common stock outside of permanent equity as “Common stock subject to redemption,” at an initial conversion price of $9.84.  The Company recognizes changes in the redemption value as they occur and adjusts the carrying value of “Deferred interest attributable to common stock subject to redemption” to reflect the required adjustment to the redemption value at the end of each reporting period by an adjustment to retained earnings, or in the absence of retained earnings, by an adjustment to paid-in capital.

Income per share —Basic and diluted income per share is computed by dividing net income attributable to common stock by the weighted average number of shares of common stock outstanding, excluding the common stock subject to redemption, during the period.  The exclusion of common stock subject to redemption for income per share purposes gives effect to the fact that the Company may be required, upon the exercise of stockholder conversion rights, to redeem those shares for their pro rata portion of the Trust Account, as a result of which the terms of the common stock subject to redemption are considered to be substantially different than those of the common stock.  Increases in
 
the redemption value of the common stock subject to redemption reduce the net income attributable to common stock.  Warrants, of which there were 23,000,000 outstanding from inception through January 29, 2008 and 115,000,000 thereafter through September 30, 2008, have not been considered in the calculation of income per share because the shares underlying the warrants are contingently issuable.

Income taxes —Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to effect taxable income.  Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

Deferred offering costs —Deferred offering costs consisting principally of legal, accounting and printing and engraving expenses that were related to the Offering were charged to additional paid-in capital upon the closing of the Offering on January 29, 2008.

Recent accounting pronouncements —In December 2007, the Financial Accounting Standards Board (the “FASB”) issued Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”).  SFAS 141(R) retains the fundamental requirements of SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination.  SFAS 141(R) establishes principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in an acquisition, at their fair value as of the acquisition date. SFAS 141(R) also requires an acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition-date fair values.  Additionally, SFAS 141(R) will require that acquisition-related costs in a business combination be expensed as incurred, except for costs incurred to issue debt and equity securities. This statement applies prospectively to business combinations effective with the Company’s first fiscal quarter of 2009.  Early adoption is not permitted.  The Company is in the process of evaluating the impact SFAS 141(R) may have on its consolidated financial position and results of operations.
 
In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”).  SFAS 160 amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest, also referred to as minority interest, in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 requires that the noncontrolling interest in a subsidiary be clearly identified and presented within the equity section of the consolidated statement of financial position but separate from the company’s equity.  Consolidated net income attributable to the parent and to the noncontrolling interest must be clearly identified and presented on the face of the consolidated statement of income.  SFAS 160 requires that any subsequent changes in a parent’s ownership interest while still retaining its controlling financial interest in its subsidiary must be accounted for as equity transactions on a consistent basis.  In addition, SFAS 160 requires that upon the deconsolidation of a subsidiary, both the gain or loss arising from the deconsolidation and any retained noncontrolling equity investment in the former subsidiary be measured at fair value.  SFAS 160 is effective commencing with the Company’s first fiscal quarter of 2009.  Early adoption is not permitted.  The Company is in the process of evaluating the impact SFAS 160 may have on its consolidated financial position and results of operations.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2—PUBLIC OFFERING

On January 29, 2008, the Company sold 92,000,000 units, including 12,000,000 units sold pursuant to the underwriters’ exercise of their over-allotment option, in the Offering at a price of $10.00 per unit. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one warrant.  Each warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $7.00 per share commencing on later of (i) the consummation of the business combination or (ii) January 23, 2009.  The warrants will be exercisable only if the Company continues to provide for an effective registration statement covering the shares of common stock issuable upon exercise of the warrants.  In no event will the holder of a warrant be entitled to receive a net cash settlement or other consideration in lieu of physical settlement in shares of the Company’s common stock.

The warrants expire on January 23, 2013, unless earlier redeemed.  The warrants included in the units sold in the Offering are redeemable in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ notice after the warrants become exercisable, but only in the event that the last sale price of the common stock exceeds $13.75 per share for any 20 trading days within a 30-trading day period.

The warrants are classified within stockholders’ equity since, under the terms of the warrants, the Company cannot be required to settle or redeem them for cash.

NOTE 3—RESTRICTED CASH EQUIVALENTS HELD IN THE TRUST ACCOUNT

The restricted cash equivalents held in the Trust Account at September 30, 2008 were as follows:

 
Money market mutual funds invested only in United States Treasury securities
  $ 225,865,705  
United States Treasury bills
    684,024,507  
    $ 909,890,212  

All of the United States Treasury investments held in the Trust Account at September 30, 2008 had maturities of 90 days or less when purchased.

NOTE 4—NOTE PAYABLE TO SPONSOR AND OTHER RELATED PARTY TRANSACTIONS

On November 5, 2007, the Sponsor made a $250,000 loan to the Company to fund a portion of the organizational and offering expenses owed by the Company to third parties.  The principal balance of the loan was repaid on January 29, 2008.  The loan had been repayable on the earlier of (i) the date of the consummation of the Offering and (ii) September 30, 2008.  No interest accrued on the unpaid principal balance of the loan.

On January 29, 2008, the Sponsor purchased 10,000,000 warrants at $1.00 per warrant (for an aggregate purchase price of $10,000,000) from the Company.  The Sponsor is permitted to transfer the warrants held by it to certain permitted transferees, including the Company’s officers, directors and employees, any affiliates or family members of such individuals, any affiliates of the Company or the Sponsor, Trian Fund Management, L.P., an affiliate of the Sponsor, and any officers, directors, members and employees of the Sponsor, Trian Fund Management, L.P. or such affiliates, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the Sponsor.  Otherwise, these warrants are not transferable or salable by the Sponsor (except as described below) until after the consummation of a business combination.  The Sponsor warrants may be exercised by paying cash or on a cashless basis and are non-redeemable as long as they are held by the Sponsor or its permitted transferees.  Otherwise, the Sponsor warrants have terms and provisions that are identical to those of the warrants included in the units sold in the Offering.

In connection with the closing of the Offering, Trian Fund Management, L.P. agreed to cause Trian Partners (defined below) to place limit orders for up to $75,000,000 of the Company’s common stock commencing two days after the Company files a preliminary proxy statement relating to a business combination and ending on the business day immediately preceding the record date for the meeting of stockholders at which the business combination is to be approved, or earlier under certain circumstances.  “Trian Partners” refers to Trian Fund Management, L.P., its affiliates and the funds and accounts managed by Trian Fund Management, L.P. or its affiliates.  The limit orders will require Trian Partners to purchase any of the shares of the Company’s common stock offered for sale at or below a price equal to the per-share value of the Trust Account as of the date of the Company’s most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase.  Any portion of the $75,000,000 not used for open market purchases of the Company’s common stock will be applied to the purchase of the Company’s units from the Company, at a price of $10 per unit, immediately prior to the consummation of a business combination.


In December 2007, the Sponsor sold an aggregate of 1,893,332 shares of common stock included in the Sponsor units discussed in Note 5 to certain officers and directors of the Company and other related parties for an aggregate purchase price of $2,058, or $0.0011 per share, which is equal to the purchase price per unit paid by the Sponsor.

In connection with travel relating to the January 2008 marketing efforts with respect to the Offering, aircraft owned by Wendy’s/Arby’s Group, Inc. (formerly Triarc Companies, Inc.) and one of its subsidiaries (collectively, “Wendy’s/Arby’s”) were used.  The aircraft were made available pursuant to the terms of aircraft time sharing agreements between Wendy’s/Arby’s and Trian Fund Management, L.P. (the “Time Sharing Agreements”), an affiliate of the Sponsor.  The Company reimbursed Trian Fund Management, L.P., which in turn reimbursed Wendy’s/Arby’s pursuant to the Time Sharing Agreements, for the incremental costs of the air travel, which aggregated $293,221.  The Company’s Chairman and Vice Chairman are also the non-executive Chairman and Vice Chairman, respectively, of Wendy’s/Arby’s, and together with funds and accounts managed by Trian Fund Management, L.P. are significant shareholders of Wendy’s/Arby’s.  The Company’s Chief Executive Officer is also a director of Wendy’s/Arby’s.

The Company pays Trian Fund Management, L.P. $10,000 a month for office space and general and administrative services.  Services commenced promptly after the completion of the Offering and will terminate upon the earlier of (i) the consummation of a business combination and (ii) the liquidation of the Company.  Payments under this arrangement aggregated $30,000 and $90,000 for the three and nine months ended September 30, 2008, respectively.  The Company’s officers and certain of its directors are also employees of Trian Fund Management, L.P.

In addition, prior to a business combination, Trian Fund Management, L.P. has agreed to guarantee certain of the Company’s obligations to its officers and directors under indemnity agreements.  The Company will not pay a fee for such guarantees.

NOTE 5—SPONSOR UNITS

In October 2007, the Sponsor purchased an aggregate of 23,000,000 units for an aggregate purchase price of $25,000, or $0.0011 per unit.  This included an aggregate of 3,000,000 units that were subject to mandatory redemption by the Company if and to the extent the underwriters’ over-allotment option was not exercised, so that the Sponsor and its permitted transferees would own 20% of the Company’s issued and outstanding shares after the Offering.  As the underwriters’ over-allotment was exercised in full in connection with the Offering, such units are no longer mandatorily redeemable.  Accordingly, the $3,261 corresponding to the common stock that was subject to mandatory redemption was reclassified to permanent equity in January 2008.  There are no circumstances beyond the Company’s control that would require the Company to redeem the warrants for cash.  Accordingly, the warrants included in the units are classified within “Stockholders’ equity” in the accompanying balance sheets.

Each Sponsor unit consists of one share of common stock and one warrant.  The common stock and warrants comprising the Sponsor units are identical to the common stock and warrants comprising the units sold in the Offering, except that:

·  
such common stock and warrants are subject to the transfer restrictions described below;

·  
the Sponsor has agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the Public Stockholders at a special or annual stockholders meeting called for the purpose of approving the Company’s business combination or any extension of the Company’s corporate existence up to July 23, 2010 in the event the Company has entered into a definitive agreement for, but has not yet consummated, any business combination;

·  
the Sponsor and its permitted transferees will not be able to exercise the conversion rights described in Note 1 with respect to the common stock;

·  
the Sponsor and its permitted transferees will have no right to participate in any liquidation distribution with respect to the common stock if the Company fails to consummate a business combination;

·  
such warrants may not be exercised unless and until the last sale price of the common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after the business combination;

·  
such warrants will not be redeemable by the Company as long as they are held by the Sponsor or its permitted transferees; and

·  
such warrants may by exercised by the holders, at their election, by paying cash or on a cashless net share settlement basis.

The Sponsor has agreed, subject to certain exceptions described below, not to transfer, assign or sell any of the Sponsor units or any of the common stock or warrants included in such units (including the common stock issuable upon exercise of such warrants) for a period of 180 days from the date of consummation of a business combination.

The Sponsor is permitted to transfer the Sponsor units and the common stock and warrants comprising such units (including the common stock issuable upon exercise of such warrants) to the Company’s officers, directors and employees, any affiliates or family members of such individuals, any affiliates of the Company, the Sponsor or Trian Fund Management, L.P. and any officers, directors, members or employees of the Sponsor, Trian Fund Management, L.P. or such affiliates, but the transferees receiving such securities will be subject to the same transfer restrictions as the Sponsor.  Any such transfers will be made in accordance with applicable securities laws.  See Note 4 for disclosure of the transfers that took place in December 2007.

NOTE 6—STOCKHOLDERS’ EQUITY

Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors.  No shares of preferred stock were issued and outstanding as of September 30, 2008.

Common Stock
The initial authorized common stock of the Company included up to 225,000,000 shares.  Holders of common stock are entitled to one vote for each share of common stock.  In addition, holders of common stock are entitled to receive dividends when, as and if declared by the board of directors.  On January 29, 2008, the Company amended and restated its certificate of incorporation to, among other things, increase the number of authorized shares of the Company’s common stock to 500,000,000.

NOTE 7—SUBSEQUENT EVENT

Effective October 1, 2008, in accordance with the terms of the investment management trust agreement dated as of January 23, 2008 (the “Original Trust Agreement”) between the Company and Wilmington Trust Company (“Wilmington”), by mutual agreement of the parties, Wilmington resigned as trustee and custodian of the Company’s Trust Account and the Company appointed U.S. Trust Company of Delaware (“U.S. Trust”) as successor trustee and custodian.  The Company and U.S. Trust have entered into an amended and restated investment management trust agreement dated as of October 1, 2008, the terms of which are substantially the same as the Original Trust Agreement.





Item  2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a blank check company formed on October 16, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets.  We consummated our initial public offering on January 29, 2008.  We are currently in the process of evaluating and identifying targets for a business combination.  Our efforts in identifying prospective target businesses are not limited to a particular industry or group of industries.

We intend to effect our business combination using cash from the proceeds of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:

·  
may significantly dilute the equity interest of our public stockholders;

·  
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

·  
may cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and could result in the resignation or removal of our present officers and directors and cause our public stockholders to become minority stockholders in the combined entity;

·  
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights or a person seeking to obtain control of our company; and

·  
may adversely affect prevailing market prices for our common stock and/or warrants.

Similarly, if we issue debt securities, it could result in:

·  
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

·  
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

·  
our immediate payment of all principal and accrued interest, if any, if the debt securities are payable on demand; and

·  
our inability to obtain necessary additional financing if the debt securities contain covenants restricting our ability to obtain such financing while the debt securities are outstanding.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.  Our plans to raise capital or to consummate our business combination may not be successful.  We will only continue in existence for a specified period of time if a business combination is not consummated.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date, other than in connection with our initial public offering.  Our only activities since inception have been organizational activities, those necessary to consummate our initial public offering and those in connection with identifying and investigating targets for a business combination.  We will not generate any operating revenues until after consummation of our business combination.  We are generating non-operating income in the form of interest income on cash and cash equivalents and short-term investments.  We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.  We expect our expenses to increase substantially.

For the nine-month period ended September 30, 2008, we had interest income of $10.2 million, substantially all of which related to the investment of $905.6 million of the net proceeds from our initial public offering in restricted cash equivalents and short-term investments.  We also recognized $0.9 million of professional fees and other expenses.  After recognizing an income tax provision of $4.2 million, we had net income for the first nine months of 2008 of $5.1 million.  For the three-month period ended September 30, 2008, we had interest income of $3.8 million, recognized $0.3 million of professional fees and other expenses and, after recognizing an income tax provision of $1.6 million, had net income of $1.9 million.  For the period from October 16, 2007 (our inception) to September 30, 2008, we had interest income of $10.2 million, recognized $1.0 million of professional fees and other expenses and, after recognizing an income tax provision of $4.2 million, had net income of $5.0 million.

Liquidity and Capital Resources

A total of $905.6 million of the net proceeds from our initial public offering, including $10.0 million from the sale of the sponsor warrants in a private placement and $29.8 million of deferred underwriting commissions, was placed in a trust account initially at Wilmington Trust Company, which we refer to as Wilmington, with Wilmington serving as trustee and custodian.  As of September 30, 2008, the trust account was invested in Treasury bills with maturities ranging from 72 to 86 days when purchased and, to a lesser extent, two money market mutual funds that invest exclusively in U.S. Treasury securities.  In addition, after the effect of $0.8 million that was deducted from the offering proceeds to pay expenses of the offering, we received $0.5 million of the offering proceeds to be held outside of the trust account to fund a portion of our working capital requirements.  A portion of the amount held outside the trust account was used to repay a $250,000 loan from our sponsor, the proceeds of which had been used to fund offering related expenses.

As of September 30, 2008, the balance in the trust account was $909.9 million, or approximately $9.89 per share held by stockholders that participated in our initial public offering, which we refer to as our public stockholders.  Up to $9.5 million of interest income earned on the cash equivalents and short-term investments in the trust account may be withdrawn to fund general and administrative expenses.  Amounts necessary to pay income taxes and investment management fees may also be withdrawn but are not charged against the $9.5 million limit.  Since the inception of the trust through September 30, 2008, $10.2 million of interest income was earned, $4.3 million was withdrawn to pay estimated income tax payments and investment management fees and $1.6 million was withdrawn to fund general and administrative expenses, including $0.35 million of legal and printing and engraving expenses previously incurred in connection with the offering but that had been deferred until after the consummation of the offering.  As of September 30, 2008, the balance of our cash and cash equivalents held outside the trust account was $0.3 million.

Effective October 1, 2008, in accordance with the terms of the investment management trust agreement dated as of January 23, 2008 between us and Wilmington, which we refer to as the Original Trust Agreement, by mutual agreement of the parties, Wilmington resigned as trustee and custodian of the trust account and we appointed U.S. Trust Company of Delaware, which we refer to as U.S. Trust, as successor trustee and custodian.  We and U.S. Trust have entered into an amended and restated investment management trust agreement dated as of October 1, 2008, the terms of which are substantially the same as the Original Trust Agreement.

Prior to the consummation of a business combination, we intend to use a substantial portion of the cash released to us from the trust account in connection with identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring and negotiating the business combination.  We intend to effect a business combination using the proceeds from our initial public offering, our capital stock, debt or a combination of cash, stock and debt.  The proceeds held in the trust account (less amounts paid to any public stockholders who exercise their conversion rights and deferred underwriting commissions paid to the underwriters) that are not utilized as part of the consideration for a business combination will be released to us and will be available to finance the operations of the target business or businesses.  Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions or the payment of principal or interest due on indebtedness incurred in consummating a business combination.  Such funds could also be used to repay any operating expenses or finder’s fees which we had incurred prior to the consummation of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

We have available to us up to an aggregate of $10.8 million to fund our working capital requirements and certain other expenses, comprised of (1) $0.8 million of offering expense reimbursement obtained from the proceeds of our initial public offering, (2) $0.5 million of working capital held outside the trust account and also obtained from the proceeds of our initial public offering and (3) income of up to $9.5 million earned on the balance of the trust account.  Of this amount, we have used an aggregate of $2.7 million to fund offering expenses and general and administrative expenses through September 30, 2008.  We believe the remaining $8.1 million will be sufficient to allow us to operate at least until January 29, 2010 (the date that is 24 months after our initial public offering), or up to July 29, 2010 (30 months after our initial public offering) if extended pursuant to a stockholder vote, assuming our business combination is not consummated during that time.  We estimate our primary liquidity requirements during that period to include legal, accounting and other expenses associated with structuring, negotiating and documenting a business combination, investment management fees, payments to Trian Fund Management, L.P. of $10,000 per month for up to 24 months (or up to 30 months in the event our stockholders approve an extension) for office space, administrative services and support, legal and accounting fees related to regulatory reporting requirements, and general working capital that will be used for miscellaneous expenses and reserves, including director and officer liability insurance.

On November 5, 2007, our sponsor made a $250,000 loan to us to fund a portion of the organizational and offering expenses owed by us to third parties.  The principal balance of the loan was repaid on January 29, 2008.

We do not believe we will need to raise additional funds following our initial public offering in order to meet our required expenditures.  We will rely on the remaining funds available to us outside of the trust account, totaling $0.3 million as of September 30, 2008, and income earned of up to $9.5 million on the trust account, net of the $1.6 million withdrawn to fund general and administrative expenses through September 30, 2008, to fund such expenditures.  If our estimates of the costs of undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination.  Moreover, we may need to obtain additional financing either to consummate our business combination or because we become obligated to convert into cash a significant number of shares of public stockholders voting against our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.  Following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

  Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have never established any special purposes entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

  Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.

We are obligated to pay a $10,000 monthly fee to Trian Fund Management, L.P. for office space, administrative services and support for up to 24 months (or up to 30 months in the event our stockholders approve an extension) from the date of our initial public offering.  This obligation terminates upon the earlier of the consummation of our business combination and our liquidation.



  Recently Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board, with we refer to as the FASB, issued Statement No. 141 (revised 2007), “Business Combinations,” which we refer to as SFAS 141(R).  SFAS 141(R) retains the fundamental requirements of SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination.  SFAS 141(R) establishes principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in an acquisition, at their fair value as of the acquisition date.  SFAS 141(R) also requires an acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition-date fair values.  Additionally, SFAS 141(R) will require that acquisition-related costs in a business combination be expensed as incurred, except for costs incurred to issue debt and equity securities. This statement applies prospectively to business combinations effective with our first fiscal quarter of 2009.  Early adoption is not permitted.  We are in the process of evaluating the impact SFAS 141(R) may have on our consolidated financial position and results of operations.

In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51,” which we refer to as SFAS 160.  SFAS 160 amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest, also referred to as minority interest, in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 requires that the noncontrolling interest in a subsidiary be clearly identified and presented within the equity section of the consolidated statement of financial position but separate from the company’s equity.  Consolidated net income attributable to the parent and to the noncontrolling interest must be clearly identified and presented on the face of the consolidated statement of income.  SFAS 160 requires that any subsequent changes in a parent’s ownership interest while still retaining its controlling financial interest in its subsidiary must be accounted for as equity transactions on a consistent basis.  In addition, SFAS 160 requires that upon the deconsolidation of a subsidiary, both the gain or loss arising from the deconsolidation and any retained noncontrolling equity investment in the former subsidiary be measured at fair value.  SFAS 160 is effective commencing with our first fiscal quarter of 2009.  Early adoption is not permitted.  We are in the process of evaluating the impact FAS 160 may have on our consolidated financial position and results of operations.

We do not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item  3.
Quantitative and Qualitative Disclosures About Market Risk

The net proceeds from our initial public offering, including amounts in the trust account, have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act.  As of September 30, 2008, the aggregate carrying amounts of the investments in treasury bills and money market funds were $684.0 million and $225.9 million, respectively.  The treasury bills have remaining maturities ranging from 2 to 65 days as of September 30, 2008.  We are subject to interest rate risk to the extent of changes in interest rates on U.S. treasury securities.  However, due to the short-term nature of these investments, we do not believe the associated risk is material.  We do not believe we have significant exposure to other types of market risk, such as equity price risk.

Item  4.
Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2008.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of September 30, 2008, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.


PART II - OTHER INFORMATION
 
Item 1.
Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A.
Risk Factors

As of November 1, 2008, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.  We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

The information in this section has been adjusted to reflect a dividend on January 23, 2008 of 0.06667 shares of common stock for each share of common stock issued and outstanding on such date and a corresponding adjustment to the number of units issued to our sponsor and to the warrants included in (or formerly included in) such units.

Use of Proceeds from Our Initial Public Offering

On January 29, 2008, we consummated our initial public offering of 92,000,000 units (including 12,000,000 units sold pursuant to the underwriters’ over-allotment option), each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $7.00 per share.  The units were sold at a price of $10.00 per unit, generating gross proceeds of $920.0 million.  Also on January 29, 2008, we completed the sale of 10,000,000 warrants to our sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to us of $10.0 million.  The securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (File Nos.  333-147094 and 333-148830).  The SEC declared the registration statement effective on January 23, 2008.  Deutsche Bank Securities Inc. and Merrill Lynch & Co. served as joint bookrunning managers of the offering, and Maxim Group LLC served as co-manager.

Net proceeds of approximately $905.6 million from our initial public offering and the sale of the sponsor warrants, including $29.8 million of underwriting commissions that have been deferred until the consummation of our business combination, were deposited in a trust account maintained by U.S. Trust.  Effective October 1, 2008, in accordance with the terms of the Original Trust Agreement between us and Wilmington, by mutual agreement of the parties, Wilmington resigned as trustee and custodian and we appointed U.S. Trust as successor trustee and custodian.  We and U.S. Trust have entered into an Amended and Restated Investment Management Trust Agreement dated as of October 1, 2008, the terms of which are substantially the same as the Original Trust Agreement.  The funds in the trust account will not be released from the trust account until the earlier to occur of our business combination and our dissolution and liquidation, except that the underwriters’ deferred commissions will be payable to the underwriters only upon the consummation of our business combination, in which case they will be reduced pro ratably to the extent public stockholders exercise conversion rights.  After taking into account $800,000 that was deducted from the offering proceeds to pay expenses relating to the offering, we received an additional $500,000 of offering proceeds that was not deposited in the trust account and is being used to fund our working capital requirements.  A portion of the amount held outside the trust account was used to repay a $250,000 loan from our sponsor, which loan had been used to fund offering related expenses.  Up to $9.5 million of the income earned on the trust account may be released to us from time to time to fund expenses related to investigating and selecting a target business and other working capital requirements.  In addition, any amounts necessary to pay tax obligations on the income earned on the investments in the trust account as well as investment management fees related to those investments may also be released to us from the trust account.

As of September 30, 2008, the balance in the trust account was $909.9 million, or approximately $9.89 per share held by public stockholders.  Since the inception of the trust through September 30, 2008, $10.2 million of interest income was earned, $4.3 million was withdrawn to pay estimated income tax payments and investment management fees and $1.6 million was withdrawn to fund general and administrative expenses, including $0.35 million of legal and printing and engraving expenses previously incurred in connection with the offering but that had been deferred until after the consummation of the offering.  As of September 30, 2008, the balance of our cash and cash equivalents held outside the trust account was $0.3 million.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information with respect to purchases of our securities by our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) during the third fiscal quarter of 2008:

Issuer Repurchases of Equity Securities

Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased As Part of Publicly Announced Plan  (1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan (1)
July 1, 2008
through
July 31, 2008
---
---
---
---
August 1, 2008
through
August 31, 2008
---
---
---
 
---
September 1, 2008
through
September 30, 2008
Common Stock --99,100 (2)
$8.81
---
 
---
Total
Common Stock--99,100 (2)
$8.81
---
 
---
 

(1)
We do not have a securities repurchase program and have not repurchased any of our securities to date.

(2)
Represents common stock purchased by funds and accounts that are managed by Trian Fund Management, L.P. and that may be deemed to be under common control with us.  All such purchases were made in open market transactions.

Item 3.
Defaults Upon Senior Securities

Not applicable.
 
Item 4.
Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.
Other Information

None.
 
Item 6.
Exhibits
 
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit Number
Description
   
1.1
Underwriting Agreement, dated January 23, 2008, among Trian Acquisition I Corp. and Deutsche Bank Securities Inc. and Merrill Lynch & Co., as representatives of the underwriters (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K filed on January 29, 2008).
   
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 29, 2008).
   
3.2
Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on January 29, 2008).
   
4.1
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to our Registration Statement on Form S-1 (No. 333-147094)).
   
4.2
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to our Registration Statement on Form S-1 (No. 333-147094)).
   
4.3
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 5 to our Registration Statement on Form S-1 (No. 333-147094)).
   
4.4
Second Amended and Restated Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and Trian Acquisition I Corp. (incorporated by reference to Exhibit 4.4 of Amendment No. 5 to our Registration Statement on Form S-1 (No. 333-147094)).
   
4.5
Amendment to Second Amended and Restated Warrant Agreement, dated as of January 23, 2008, between Trian Acquisition I Corp. and American Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.1
Unit Subscription Agreement between Trian Acquisition I Corp. and Trian Acquisition I, LLC (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-1 (No. 333-147094)).
   
10.2
Amendment to Unit Subscription Agreement, dated as of January 23, 2008, between Trian Acquisition I Corp. and Trian Acquisition I, LLC (incorporated by reference to Exhibit 4.3 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.3
Amended and Restated Sponsor Warrant Purchase Agreement between Trian Acquisition I Corp. and Trian Acquisition I, LLC (incorporated by reference to Exhibit 10.2 of Amendment No. 3 to our Registration Statement on Form S-1 (No. 333-147094)).
   
10.4
Investment Management Trust Agreement, dated as of January 23, 2008, between Trian Acquisition I Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.5
Letter Agreement, dated as of January 23, 2008, among Trian Acquisition I Corp., the Underwriters and Trian Acquisition I, LLC (incorporated by reference to Exhibit 10.7 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.6
Letter Agreement, dated as of January 23, 2008, among Trian Acquisition I Corp., the Underwriters and each of the officers and management directors (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.7
Letter Agreement, dated as of January 23, 2008, among Trian Acquisition I Corp., the Underwriters and each of the independent directors (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.8
Letter Agreement, dated as of January 23, 2008, among Trian Acquisition I Corp., the Underwriters and each stockholder (who is not also a director or officer) (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.9
Letter Agreement, dated as of January 23, 2008, between Trian Acquisition I Corp. and Trian Acquisition I, LLC providing for administrative services (incorporated by reference to Exhibit 10.9 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.10
Registration Rights Agreement, dated January 29, 2008, among Trian Acquisition I Corp., Trian Acquisition I, LLC, Trian Fund Management, L.P. and certain stockholders (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.11
License Agreement between Trian Acquisition I Corp., Trian Acquisition I, LLC and Trian Fund Management, L.P. (incorporated by reference to Exhibit 10.9 of Amendment No. 2 to our Registration Statement on Form S-1 (No. 333-147094)).
   
10.12
Co-Investment Unit Subscription Agreement, dated January 29, 2008, between Trian Acquisition I Corp. and Trian Fund Management, L.P. (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.13
Letter Agreement, dated as of January 23, 2008, among Trian Acquisition I Corp., the Underwriters and Trian Fund Management, L.P. (incorporated by reference to Exhibit 10.8 of our Current Report on Form 8-K filed on January 29, 2008).
   
10.14
Amended and Restated Investment Management Trust Agreement, dated as of October 1, 2008, between Trian Acquisition I Corp. and U.S. Trust Company of Delaware, as trustee (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed on October 1, 2008).
   
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
____________

*
Filed herewith.
 



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


   
TRIAN ACQUISITION I CORP.
(Registrant)
     
     
Date: November 5, 2008
By:
/s/EDWARD P. GARDEN
   
Edward P. Garden
President and Chief Executive Officer
(On behalf of the Company)
   
   
     
     
Date: November 5, 2008
By:
/s/GREG ESSNER
   
Greg Essner
Treasurer, Chief Financial Officer and
Assistant Secretary
(Principal Accounting Officer)
   
   
   



EXHIBIT 31.1
 

CERTIFICATION

 
I, Edward P. Garden, certify that:
 
1.      I have reviewed this quarterly report on Form 10-Q of Trian Acquisition I Corp.;
 
2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:
 
a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
c)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

     
     
Date: November 5, 2008
By:
/s/EDWARD P. GARDEN                 
   
Edward P. Garden
   
President and Chief Executive Officer
   
(Principal Executive Officer)




 
EXHIBIT 31.2

CERTIFICATION

 
I, Greg Essner, certify that:
 
1.      I have reviewed this quarterly report on Form 10-Q of Trian Acquisition I Corp.;
 
2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:
 
a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
c)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

Date: November 5, 2008
By:
/s/GREG ESSNER                              
   
Greg Essner
   
Treasurer and Chief Financial Officer
   
(Principal Financial Officer)


 


EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Trian Acquisition I Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2008 (the “Report”), and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Company does hereby certify, to the best of such officer’s knowledge, that:
 
 
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 


Date: November 5, 2008
By:
/s/EDWARD P. GARDEN                   
   
Edward P. Garden
   
President and Chief Executive Officer



Date: November 5, 2008
By:
/s/GREG ESSNER                               
   
Greg Essner
   
Treasurer and Chief Financial Officer




A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Trian Acquisition I Corp. and will be retained by Trian Acquisition I Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Quarterly Report on Form 10-Q or as a separate disclosure document.





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