Contract
Exhibit
10.1
This
AGREEMENT, dated as of November 7, 2007 (the “Agreement”), is by and
among Kraft Foods Inc., a Virginia corporation (the “Company”), and the other
entities and persons signatory hereto (collectively, the
“Investors”).
WHEREAS,
the Board of Directors of the Company (the “Board”) intends to (1)
increase the size of the Board from nine (9) to eleven (11) members and (2)
appoint as directors to fill the two newly created vacancies Xxxx X.
Xxxxxxx and Xxxxx X. Xxxx, with terms expiring in 2008;
WHEREAS,
at the Company’s 2008 annual meeting of shareholders, the Board intends to
nominate for election as a member of the Board, and recommend that the
shareholders of the Company vote to elect as a director of the Company,
Xx. Xxxxxxx and Xx. Xxxx;
WHEREAS,
the Investors economically own (as defined below) the interests in Class A
Common Stock, without par value, of the Company (the “Common Stock”)
specified on Schedule A of this Agreement; and
WHEREAS,
the Investors support the election of the two new directors to the
Board;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
REPRESENTATIONS
SECTION
1.1. Authority;
Binding Agreement. (a) The Company hereby represents that this
Agreement and the performance by the Company of its obligations hereunder (i)
has been duly authorized, executed and delivered by it, and is a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, (ii) does not require the approval of the shareholders of the
Company and (iii) does not and will not violate any law, any order of any court
or other agency of government, the Articles of Incorporation of the Company,
as
amended, or the Amended and Restated By-laws of the Company, or any stock
exchange rule or regulation, or any provision of any indenture, agreement or
other instrument to which the Company or any of its properties or assets is
bound, or conflict with, result in a breach of or constitute (with due notice
or
lapse of time or both) a default under any such indenture, agreement or other
instrument, or result in the creation or imposition of, or give rise to, any
lien, charge, restriction, claim, encumbrance or adverse penalty of any nature
whatsoever pursuant to any such indenture, agreement or other
instrument.
(b) Each
of
the Investors represents and warrants that this Agreement and the performance
by
such Investor of its obligations hereunder (i) has been duly authorized,
executed and delivered by such Investor, and is a valid and binding obligation
of such Investor, enforceable against such Investor in accordance with its
terms, (ii) does not require approval by any owners or holders of any equity
interest in such Investor (except as has already been obtained) and (iii) does
not and will not violate any law, any order of any court or other agency of
government, the charter or other organizational documents of such Investor,
as
amended, or any provision of any agreement or other instrument to which such
Investor or any of its properties or assets is bound, or conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a
default under any such agreement or other instrument, or result in the creation
or imposition of, or give rise to, any lien, charge, restriction, claim,
encumbrance or adverse penalty of any nature whatsoever pursuant to any such
agreement or instrument.
SECTION
1.2. Interests
in Common Stock. The Investors hereby represent and warrant that,
as of the date hereof, they and their Affiliates (as such term is hereinafter
defined) are, collectively, the “economic owners” (as such term is hereinafter
defined) of such number of shares of Common Stock (the “Shares”) as are
accurately and completely set forth (including, without limitation, as to the
form of ownership) on Schedule A. Within 5 business days after the
end of each calendar quarter during the Standstill Period (as such term is
hereinafter defined), commencing with the quarter ending December 31, 2007,
Trian Fund Management, L.P., on its own behalf and on behalf of the Investors,
shall provide written certification to the Company that they and their
Affiliates did not, in the aggregate, economically own more than 9.9% of the
outstanding shares of Common Stock at any time during such quarter.
SECTION
1.3. Defined
Terms. For purposes of this Agreement:
(a) “Affiliate”
has the meaning set forth in Rule 12b-2 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and,
with respect to the Investors, shall include Triarc Companies, Inc. and its
Affiliates but shall not include (i) any fund, account or entity as to
which Deerfield Capital Management, LLC provides investment advice or management
services of the nature provided on the date hereof so long as there is not
any
material change in the relationship between Deerfield Capital Management, LLC
and any Investor or any Affiliate of any Investor (and provided that none of
the
Investors participates in or encourages any investment in capital stock of
the
Company by any such fund, account or entity) or (ii) with respect to any
entity whose equity securities are registered under the Exchange Act (or are
publicly traded in a foreign jurisdiction), such entity solely by reason of
the
fact that a principal of any of the Investors serves as a member of its board
of
directors or similar governing body, unless the Investors or their Affiliates
otherwise control such entity (as the term “control” is defined in
Rule 12b-2 promulgated by the SEC under the Exchange Act).
(b) The
terms
“beneficial owner” and “beneficially own” have the same meanings
as set forth in Rule 13d-3 promulgated by the SEC under the Exchange
Act. The terms “economic owner” and “economically own”
shall have the same meanings as “beneficial owner” and “beneficially own”,
except that a person will also be deemed to economically own and to be the
economic owner of (i) all shares of Common Stock which such person has the
right to acquire pursuant to the exercise of any rights in connection with
any
securities or any agreement, regardless of when such rights may be exercised
and
whether they are conditional, and (ii) all shares of Common Stock in which
such person has any economic interest, including, without limitation, pursuant
to a cash settled call option or other derivative security, contract or
instrument in any way related to the price of shares of Common
Stock.
2
(c) The
“Standstill Period” means the period from the date of this Agreement
through the earlier of (x) the date that is 60 days prior to the first day
of
the notice period specified in the advance notice bylaw applicable to the
Company’s 2010 annual meeting of shareholders and (y) such date, if any, as the
Company shall have materially breached any of its commitments or obligations
set
forth hereunder and shall not have cured such breach after 15 days’ written
notice from the Investors; provided, that the Investors may terminate the
Standstill Period at any time by written notice to the Company if (a) the
Company has announced or entered into a definitive agreement providing for,
or
has recommended that its shareholders support, an Extraordinary Matter (as
hereinafter defined) or (b) the Nominating Committee of the Board does not
deliver to the Investors, on or prior to the date that is 60 days prior to
the
first day of the notice period specified in the advance notice bylaw applicable
to the Company’s 2009 annual meeting of shareholders, its written commitment to
include Xxxx X. Xxxxxxx and Xxxxx X. Xxxx (or the applicable
replacement nominee(s) agreed pursuant to clause (c) below) in the Company’s
slate of nominees for director of the Company for the Company’s 2009 annual
meeting, unless in either case, she or he (or such replacement nominee) refuses
to serve or (c) in the event that (i) either Xx. Xxxxxxx or Xx. Xxxx
is unable to serve as a director of the Company as a result of her or his death
or incapacity or her or his failure to be elected at the Company's 2008 annual
meeting (other than in the case of her or his refusal to serve) and (ii) the
Company and the Investors fail to agree on a replacement nominee (or the Company
fails to appoint such agreed replacement nominee to the Board) within 90 days
following the date that she or he ceased to be a director of the Company (in
the
event that a replacement nominee is so agreed and appointed, references to
the
applicable former director in Section 2.1(b) and Section 2.1(c) shall be
deemed to be references to such replacement).
(d) “Extraordinary
Matter” means (x) any merger, consolidation, share exchange,
recapitalization or other business combination, in each case as a result of
which the holders of the Common Stock of the Company immediately prior to
consummation of such transaction would cease to own at least a majority of
the
outstanding shares of common stock of the resulting company (or, if such
resulting company is a subsidiary, then the ultimate parent company) or
(y) any liquidation, dissolution or sale of all or substantially all of the
assets of the Company, in each case that is subject to Company shareholder
approval.
ARTICLE
II
COVENANTS
SECTION
2.1. Directors. (a) As
promptly as practicable following the date of this Agreement the Company shall
(a) increase the size of the Board from nine (9) to eleven (11) directors and
(b) appoint Xxxx X. Xxxxxxx and Xxxxx X. Xxxx as a director of the
Company, in each case with terms expiring at the Company’s 2008 annual
meeting. For the avoidance of doubt, the Company may at any time or
from time to time increase or decrease the size of the Board and/or change
its
composition.
3
(b) The
Company agrees that, provided that the Standstill Period has not terminated,
the
Board will:
|
|
(1)
|
nominate
each of Xx. Xxxxxxx and Xx. Xxxx (other than in the case of her,
his or their refusal to serve), together with the other persons included
in the Company's slate of nominees for director, as a director of
the
Company, in each case with a term expiring at the Company’s 2009 annual
meeting; and
|
|
|
(2)
|
recommend
that the shareholders of the Company vote to elect Xx. Xxxxxxx and
Xx. Xxxx as a director of the Company at the 2008 annual meeting and,
if renominated by the Nominating Committee, the 2009 annual
meeting.
|
(c) The
Company shall use all reasonable best efforts (which shall include the
solicitation of proxies) to ensure that each of Xx. Xxxxxxx and
Xx. Xxxx are elected at the 2008 annual meeting and, if renominated by the
Nominating Committee, the 2009 annual meeting.
SECTION
2.2. Voting
Provisions. During the Standstill Period, the Investors, together
with their respective Affiliates, will cause all shares of Common Stock for
which they have the right to vote as of the record date for any meeting of
shareholders to be present for quorum purposes and to be voted at any such
meeting or at any adjournments or postponements thereof, (x) in favor of
each director nominated and recommended by the Board for election at any such
meeting and (y) against any shareholder nominations for director which are
not approved and recommended by the Board for election at any such
meeting.
SECTION
2.3. Actions
by the Investors. Each of the Investors agrees that, during the
Standstill Period, neither it nor any of its Affiliates will, unless
specifically requested or authorized in writing by a resolution of a majority
of
the Directors, directly or indirectly:
(a) purchase
or cause to be purchased or otherwise acquire or agree to acquire economic
ownership of, any Common Stock or other securities issued by the Company, if
in
any such case, immediately after the taking of such action the Investors,
together with their respective Affiliates, would, in the aggregate, economically
own more than 9.9% of the then outstanding shares of Common Stock;
4
(b) form,
join in or in any other way participate in a “partnership, limited partnership,
syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange
Act with respect to the Common Stock or deposit any shares of Common Stock
in a
voting trust or similar arrangement or subject any shares of Common Stock to
any
voting agreement or pooling arrangement, or grant any proxy with respect to
any
shares of Common Stock (other than to a designated representative of the Company
pursuant to a proxy statement of the Company), other than solely with other
Investors or one or more Affiliates of an Investor with respect to the Shares
and any other shares of Common Stock acquired in compliance with paragraph
(a)
above or to the extent such a group may be deemed to result with the Company
or
any of its Affiliates as a result of this Agreement;
(c) solicit
proxies or written consents of shareholders, or conduct any nonbinding
referendum with respect to Common Stock, or make, or in any way participate
in,
any “solicitation” of any “proxy” within the meaning of Rule 14a-1
promulgated by the SEC under the Exchange Act (but without regard to the
exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of
“solicitation”) to vote any shares of Common Stock with respect to any matter,
or become a participant in any contested solicitation for the election of
directors with respect to the Company (as such terms are defined or used in
the
Exchange Act and the Rules promulgated thereunder), other than solicitations
or
acting as a participant in support of all of the Company’s
nominees;
(d) seek
to
call, or to request the call of, or call a special meeting of the shareholders
of the Company, or seek to make, or make, a shareholder proposal (whether
pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting
of
the shareholders of the Company, or make a request for a list of the Company’s
shareholders, or seek election to the Board, seek to place a representative
on
the Board or seek the removal of any director from the Board, or otherwise
acting alone, or in concert with others, seek to control or influence the
governance or policies of the Company;
(e) effect
or
seek to effect (including, without limitation, by entering into any discussions,
negotiations, agreements or understandings whether or not legally enforceable
with any third person), offer or propose (whether publicly or otherwise) to
effect, or cause or participate in, or in any way assist or facilitate any
other
person to effect or seek, offer or propose (whether publicly or otherwise)
to
effect or participate in, (i) any acquisition of any securities (or economic
ownership thereof as defined herein), or any material assets or businesses,
of
the Company or any of its subsidiaries, except pursuant to the limits specified
in paragraph (a) above, (ii) any tender offer or exchange offer, merger,
acquisition, share exchange or other business combination involving the Company
or any of its subsidiaries, or (iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with respect to
the
Company or any of its subsidiaries or any material portion of its or their
businesses;
5
(f) publicly
disclose, or cause or facilitate the public disclosure (including without
limitation the filing of any document or report with the SEC or any other
governmental agency or any disclosure to any journalist, member of the media
or
securities analyst) of any intent, purpose, plan or proposal to obtain any
waiver, or consent under, or any amendment of, any of the provisions of
Sections 2.2 or 2.3, or otherwise (i) seek in any manner to obtain any
waiver, or consent under, or any amendment of, any provision of this Agreement
or (ii) bring any action or otherwise act to contest the validity of this
Section 2.3 or seek a release from the restrictions contained in this
Section 2.3;
(g) unless
required by law, make or issue or cause to be made or issued any public
disclosure, announcement or statement (including without limitation the filing
of any document or report with the SEC or any other governmental agency or
any
disclosure to any journalist, member of the media or securities analyst)
(i) in support of any solicitation described in paragraph (c) above
(other than solicitations by the Company), (ii) in support of any matter
described in paragraph (d) above, (iii) concerning any potential matter
described in paragraph (e) above or (iv) negatively commenting upon
the Company, including the Company’s corporate strategy, business, corporate
activities or management; or
(h) enter
into any discussions, negotiations, agreements or understandings with any Person
with respect to the foregoing or advise, assist, encourage or seek to persuade
others to take any action with respect to any of the foregoing.
Notwithstanding
the foregoing, nothing in this Section 2.3 shall be deemed to in any way
restrict or limit the Investors’ ability to (a) discuss any matter
confidentially with the Company, the Board or any of its members, (b) take
any
action required by applicable law (whether or not otherwise restricted by this
Section 2.3) or (c) communicate, on a confidential basis, with attorneys,
accountants or financial advisors (excluding any such advisor who has taken
any
action that if taken by the Investors would violate this
Section 2.3).
SECTION
2.4. [Intentionally
Omitted.]
SECTION
2.5. Additional
Preparations by the Investors. As of the date of this Agreement,
the Investors are not engaged in any discussions or negotiations and do not
have
any agreements or understandings, whether or not legally enforceable, concerning
the acquisition of economic ownership of any Common Stock, and have no actual
knowledge that any other shareholders of the Company have any present or future
intention of taking any actions that if taken by the Investors would violate
any
of the terms of this Agreement. The Investors agree during the Standstill Period
to refrain from taking actions which are intended by the Investors to encourage
other shareholders to engage in such actions referred to in the previous
sentence.
SECTION
2.6. Form
of Ownership. The Investors will take all steps necessary, if
any, so that on or before January 25, 2008 (such actual date, subject to
extension as provided in the second proviso to this sentence, the "Conversion
Date"), an amount of shares of Common Stock equal to no less than 2% of the
Company's then outstanding Common Stock (based on the Company's most recent
periodic or current report filed with the Securities and Exchange Commission
as
of the date of conversion, it being agreed that for the purpose of this
calculation, the number of outstanding shares of Common Stock shall not exceed
1,576,711,404) shall be beneficially owned and owned of record in the form
of
shares (including, for this purpose, through a nominee such as Cede & Co.,
the nominee of the Depository Trust Company, or similar organization);
provided, however, that in no event shall the Investors be
required to purchase any additional shares of Common Stock beyond the number
of
shares set forth on Schedule A; and provided, further, that if
such conversion of shares of Common Stock requires filing and expiration of
the
waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
as amended (the “HSR Act”), then such filing shall be made on or before December
1, 2007, and the Conversion Date shall be extended to the date which is two
business days after such waiting period expires or is terminated if after
January 25, 2008. In connection with the conversion into Common Stock
referenced in this Section 2.6, the Company agrees to make appropriate filings
in a timely manner under the HSR Act and use commercially reasonable efforts
to
cooperate in all respects with any filing or submission by the Investors with
respect to the HSR Act.
6
SECTION
2.7. Publicity. Promptly
after the execution of this Agreement, the Company will issue a press release
in
the form attached hereto as Schedule B.
ARTICLE
III
OTHER
PROVISIONS
SECTION
3.1. Remedies. (a)
Each party hereto hereby acknowledges and agrees, on behalf of itself and its
Affiliates, that irreparable harm would occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms
or
were otherwise breached. It is accordingly agreed that the parties will be
entitled to specific relief hereunder, including, without limitation, an
injunction or injunctions to prevent and enjoin breaches of the provisions
of
this Agreement and to enforce specifically the terms and provisions hereof
in
the Chancery Court of the State of Delaware or if such court does not accept
jurisdiction then any state or federal court in the State of Delaware, or,
if
such courts do not accept jurisdiction then any state or federal court in the
State of New York, in addition to any other remedy to which they may be entitled
at law or in equity. Any requirements for the securing or posting of any bond
with such remedy are hereby waived.
(b) Each
party hereto agrees, on behalf of itself and its Affiliates, that any actions,
suits or proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby will be brought solely and exclusively in
the
Chancery Court of the State of Delaware, or if such court does not accept
jurisdiction then any state or federal court in the State of Delaware, or,
if
such courts do not accept jurisdiction then any state or federal court in the
State of New York (and the parties agree not to commence any action, suit or
proceeding relating thereto except in such courts), and further agrees that
service of any process, summons, notice or document by U.S. registered mail
to
the respective addresses set forth in Section 3.3 will be effective service
of process for any such action, suit or proceeding brought against any party
in
any such court. Each party, on behalf of itself and its Affiliates, irrevocably
and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement or the transactions
contemplated hereby, in the Chancery Court of the State of Delaware or if such
court does not accept jurisdiction then the state or federal courts in the
State
of Delaware, or, if such courts do not accept jurisdiction then any state or
federal court in the State of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an improper or inconvenient forum.
7
SECTION
3.2. Entire
Agreement. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and may be amended only
by
an agreement in writing executed by the parties hereto.
SECTION
3.3. Notices. All
notices, consents, requests, instructions, approvals and other communications
provided for herein and all legal process in regard hereto shall be in writing
and shall be deemed validly given, made or served, if (a) given by telecopy,
when such telecopy is transmitted to the telecopy number set forth below and
the
appropriate confirmation is received or (b) if given by any other means, when
actually received during normal business hours at the address specified in
this
subsection:
if
to the
Company:
Xxxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
Facsimile:
(000) 000-0000
Attention:
Corporate Secretary
with
a
copy to:
Cravath,
Swaine & Xxxxx LLP
000
Xxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
X. Xxxxxxx, Esq.
Xxxxx
X. Xxxxx, Esq.
if
to the
Investors:
Trian
Fund Management, L.P.
000
Xxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile:
(000) 000-0000
Attention:
Xxxxx X. Xxxxxx, Chief Legal Officer
8
with
a
copy to:
Cadwalader,
Xxxxxxxxxx & Xxxx LLP
Xxx
Xxxxx
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile:
(000) 000-0000
Attention: Xxxxxx
X. Block, Esq.
SECTION
3.4. Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without regard
to
any conflict of laws provisions thereof.
SECTION
3.5. Further
Assurances. Each party agrees to take or cause to be taken such
further actions, and to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
consents,
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
9
as
may be
reasonably required or requested by the other party in order to effectuate
fully
the purposes, terms and conditions of this Agreement.
SECTION
3.6. Third-Party
Beneficiaries. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns,
and nothing in this Agreement is intended to confer on any person other than
the
parties hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
SECTION
3.7. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
caused the same to be executed by its duly authorized representative as of
the
date first above written.
|
by
|
|
| /s/ Xxxxx X. Xxxxxxxxx | |
|
Name:
Xxxxx X. Xxxxxxxxx
|
|
|
Title:
Chairman & CEO
|
|
| TRIAN PARTNERS, L.P. | |
| By: Trian Partners GP, L.P., its general partner | |
|
By:
Trian Partners General Partner, LLC, its general
partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
10
| TRIAN PARTNERS MASTER FUND, L.P. | |
|
By:
Trian Partners GP, L.P., its general partner
|
|
|
By:
Trian Partners General Partner, LLC, its general
partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
| TRIAN PARTNERS PARALLEL FUND I, L.P. | |
|
By:
Trian Partners Parallel Fund I General Partner, LLC, its general
partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
| TRIAN PARTNERS PARALLEL FUND II, L.P. | |
| By: Trian Partners Parallel Fund II GP, L.P., its general partner | |
|
By:
Trian Partners Parallel Fund II General Partner, LLC, its general
partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
11
| TRIAN SPV (SUB) III, L.P. | |
| By: Trian Partners GP, L.P., its general partner | |
|
By:
Trian Partners General Partner, LLC, its general
partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
| TRIAN FUND MANAGEMENT, L.P. | |
|
By:
Trian Fund Management GP, LLC, its general partner
|
|
|
by:
|
|
| /s/ Xxxxx X. May | |
|
Name:
Xxxxx X. May
|
|
|
Title:
Member
|
|
| /s/ Xxxxxx Xxxxx |
|
XXXXXX
XXXXX
|
| /s/ Xxxxx X. May |
|
XXXXX
X. MAY
|
| /s/ Xxxxxx X. Garden |
12
SCHEDULE
A
The
Investors beneficially own, in the aggregate, 37,326,183 shares of Common
Stock. All of these shares are owned through a series of back-to-back
call and put transactions as a result of which the Investors are subject to
the
same economic gain or loss as if they had purchased the underlying
shares. These call options are exercisable for the underlying shares
at any time. The Investors party to these transactions and the
corresponding number of shares underlying such transactions are set forth
below.
|
Investor
|
Shares
of Common Stock
|
|
Trian
Fund Management, L.P.
|
729,0591
|
|
Trian
Partners, L.P.
|
3,426,965
|
|
Trian
Partners Master Fund, L.P.
|
10,750,955
|
|
Trian
Partners Parallel Fund I, L.P.
|
393,597
|
|
Trian
Partners Parallel Fund II, L.P.
|
89,032
|
|
Trian
SVP (SUB) III, L.P.
|
21,936,575
|
