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 June 30, 2009

¨	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, 41st 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 July 31, 2009.

Index

Cautionary Note Regarding Forward-Looking Statements

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Balance Sheets as of December 31, 2008 and June 30, 2009
	Unaudited Condensed Statements of Operations for the period from inception (October 16, 2007) to June 30, 2009 and for the three and six months ended June 30, 2008 and 2009
	Unaudited Condensed Statements of Cash Flows for the period from inception (October 16, 2007) to June 30, 2009 and for the six months ended June 30, 2008 and 2009
	Notes to Unaudited Condensed Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits
SIGNATURES
Ex-31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Ex-31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Ex-32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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;

·	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 NYSE Amex or the ability to have our securities listed on the NYSE Amex 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, 2008 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. References to our “public stockholders” refer to holders of common stock acquired either as part of the units sold in our initial public offering or in the after market.

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

TRIAN ACQUISITION I CORP.

(A Development Stage Company)

UNAUDITED CONDENSED BALANCE SHEETS

	December 31,		June 30,
	2008		2009
Assets
Current assets:
Cash and cash equivalents	$	175,614	$	150,239
Restricted cash equivalents held in the trust account (Notes 1 and 3)		231,474,921		62,110,580
Restricted short-term investments held in the trust account (Notes 1 and 3)		678,943,070		849,312,129
Prepaid income taxes		684,646		368,555
Other prepaid expenses		283,928		64,019
Total assets	$	911,562,179	$	912,005,522

Liabilities and Stockholders’ Equity
Current liabilities:
Other accrued expenses (Note 4)	$	383,433	$	440,443
Deferred underwriters’ discount (Note 1)		29,808,000		29,808,000
Total current liabilities		30,191,433		30,248,443

Common stock subject to redemption, $0.0001 par value;
36,799,999 shares issued and outstanding (Note 1)		362,152,639		362,152,639
Deferred interest attributable to common stock subject to redemption
(net of taxes of $1,746,845 and $1,953,556) (Note 1)		2,135,033		2,387,679

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
none issued or outstanding		--		--
Common stock, $0.0001 par value; 500,000,000 shares authorized,
78,200,001 shares issued and outstanding (Note 1)		7,820		7,820
Additional paid-in capital (Note 1)		513,344,837		513,344,837
Surplus accumulated during the development stage		3,730,417		3,864,104
Total stockholders’ equity		517,083,074		517,216,761
Total liabilities and stockholders’ equity	$	911,562,179	$	912,005,522

See accompanying notes to financial statements.

Table of Contents

TRIAN ACQUISITION I CORP.

(A Development Stage Company)

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Period from October 16, 2007 (inception) to			Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			June 30, 2009

Income:
Interest income	$	13,886,436		$	3,245,358		$	714,135		$	6,462,931		$	1,688,748

Expenses:
Professional fees and other expenses (Note 4)		2,513,209			321,156			531,132			610,746			986,325
Income before income taxes		11,373,227			2,924,202			183,003			5,852,185			702,423
Provision for income taxes		5,121,444			1,462,290			82,351			2,633,483			316,090
Net income	$	6,251,783		$	1,461,912		$	100,652		$	3,218,702		$	386,333

Deferred interest, net of taxes, attributable to common stock subject to redemption		(2,387,679	)		(361,211	)		(70,171	)		(867,225	)		(252,646	)
Net income attributable to common stock	$	3,864,104		$	1,100,701		$	30,481		$	2,351,477		$	133,687

Income per common share:
Basic and diluted	$	0.06		$	0.01		$	0.00		$	0.03		$	0.00

Weighted average common shares outstanding:
Basic and diluted (Note 1)		68,406,732			78,200,001			78,200,001			69,246,000			78,200,001

See accompanying notes to financial statements.

Table of Contents

TRIAN ACQUISITION I CORP.

(A Development Stage Company)

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Period from October 16, 2007 (inception) to			Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009

Cash Flows from Operating Activities:
Net income	$	6,251,783		$	3,218,702		$	386,333
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Interest income on restricted cash equivalents and restricted short-term investments held in the trust account		(13,880,827	)		(6,459,820	)		(1,688,381	)
Withdrawal of restricted cash equivalents held in the trust account		8,066,118			4,170,121			683,663
Changes in operating assets and liabilities:
(Increase) decrease in prepaid income taxes		(368,555	)		--			316,091
(Increase) decrease in other prepaid expenses		(64,019	)		(518,022	)		219,909
Increase in other assets		--			(38,882	)		--
Increase in accrued income taxes		--			263,483
Increase (decrease) in other accrued expenses		440,443			(895	)		57,010
Net cash and cash equivalents provided by (used in) operating activities		444,943			634,687			(25,375	)

Cash Flows from Investing Activities:
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		(2,269,458,624	)		(662,346,548	)		(928,733,498	)
Maturities of restricted short-term investments held in the trust account		1,420,645,414			--			758,298,866
Redemption of restricted cash equivalents held in the trust account		848,813,210			662,346,548			170,434,632
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	)		(1,492,352	)		--
Proceeds from note payable to sponsor		250,000			--			--
Repayment of note payable to sponsor		(250,000	)		(250,000	)		--
Proceeds from sale of sponsor units subject to redemption		25,000			--			--
Net cash and cash equivalents provided by financing activities		905,313,296			905,165,648			--
Increase (decrease) in cash and cash equivalents		150,239			192,335			(25,375	)
Cash and cash equivalents at beginning of period		--			117,774			175,614
Cash and cash equivalents at end of period	$	150,239		$	310,109		$	150,239

Supplemental Disclosure of Noncash Financing Activities:
Accrual of deferred underwriters’ discount	$	29,808,000		$	29,808,000		$	--

Due to its non-cash nature, the reclassification to permanent equity of the $3,261 corresponding to common stock that had been subject to mandatory redemption is not reflected in the statements of cash flows for the periods from October 16, 2007 (inception) to June 30, 2009 and the six months ended June 30, 2008.

See accompanying notes to financial statements.

Table of Contents

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 June 30, 2009, the Company had not effected a business combination. All activity through June 30, 2009 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 June 30, 2009 and the results of its operations for the period from October 16, 2007 (date of inception) to June 30, 2009, the three and six months ended June 30, 2008 and the three months and six months ended June 30, 2009. 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 Company has evaluated subsequent events through August 5, 2009, the date at which these interim financial statements were available to be issued.

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 5). The Company intends to effect a business combination using the proceeds of the Offering and the Private Placement, 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 are not limited to a particular industry or group of industries. Instead, the Company is focused 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) 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.

If the Company does not consummate a business combination by January 23, 2010 (which is 24 months from the date of the prospectus filed with the Securities and Exchange Commission relating to the Offering), or by up to July 23, 2010 (which is 30 months from the date of such prospectus) (the “Extension Period”) if our stockholders approve an extension, the Company will liquidate and promptly distribute only to the holders of common stock acquired either as part of the units sold in the Offering or in the after market (the “Public Stockholders”) the amount in the Trust Account, less any income taxes payable on income, investment management fees payable to the trustee and income of up to $9,500,000 previously released to the Company and used to fund its working capital requirements. 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).

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 the end of 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 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, investment management fees payable to the trustee and 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.

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.

Table of Contents

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, 2008 and June 30, 2009 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 June 30, 2009, the Trust Account is invested in U.S. Treasury bills and a money market mutual fund that invests only in U.S. Treasury securities. At June 30, 2009, the aggregate balance in the Trust Account was $911,422,709, which reflects $13,880,827 of interest income less $8,066,118 withdrawn to make income tax payments and pay expenses, and represents approximately $9.91 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.

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 may maintain 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 a money market fund that invests only 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 the 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 “Surplus accumulated during the development stage,” or in the absence of a surplus, 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 from income per share 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 (i) 23,000,000 outstanding from inception through January 29, 2008 and (ii) 125,000,000

thereafter through June 30, 2009 (including 10,000,000 warrants purchased by the Sponsor on January 29, 2008 - see Note 4), have not been considered in the calculation of income per share because the shares underlying the warrants are contingently issuable.

Table of Contents

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.

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 a current registration statement covering the shares of common stock issuable upon exercise of the warrants is then effective. 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 AND SHORT-TERM INVESTMENTS HELD IN THE TRUST ACCOUNT

The restricted cash equivalents held in the Trust Account were as follows:

	December 31,		June 30,
	2008		2009

Money market mutual funds invested only in United States Treasury securities	$	121,476,494	$	12,122,385
United States Treasury bills		109,998,427		49,988,195
	$	231,474,921	$	62,110,580

All of the restricted short-term investments held in the Trust Account at December 31, 2008 and June 30, 2009, aggregating $678,943,070 and $849,312,129, respectively, had maturities of greater than 90 days and less than 181 days when purchased.

The United States Treasury investments that are held in “Restricted cash equivalents held in the trust account” and “Restricted short-term investments held in the trust account” are classified and accounted for by the Company as “held-to-maturity” securities. Accordingly, such investments are reported at their amortized cost. All of these investments mature within 180 days of June 30, 2009. The aggregate carrying value and fair value of such investments, including accrued interest, as of June 30, 2009 are presented below.

Table of Contents

	Carrying Value		Unrealized Holding Gains		Fair Value
United States Treasury money market funds

Classified in restricted cash equivalents held in the trust account	$	12,122,385	$	--	$	12,122,385

United States Treasury bills

Classified in:
Restricted cash equivalents held in the trust account	$	49,988,195	$	805	$	49,989,000
Restricted short-term investments held in the trust account		849,312,129		74,321		849,386,450
	$	899,300,324	$	75,126	$	899,375,450

The Company follows the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), “Fair Value Measurements,” which provides enhanced guidance for measuring fair value. The standard requires the Company to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on the Company’s financial performance. SFAS 157 establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I−Quoted prices are available in active markets for identical investments as of the reporting date.

Level II−Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level III−Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment.

As of June 30, 2009, the Company’s cash and cash equivalents, restricted cash equivalents held in the trust account and restricted short-term investments held in the trust account are classified as Level I.

NOTE 4—RELATED PARTY TRANSACTIONS

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 approximately $0.0011 per share, which is equal to the purchase price per unit paid by the Sponsor.

In connection with travel during the six-month period ended June 30, 2009 related to investigating potential business combinations, the Company incurred $174,000 of aircraft expenses to Trian Fund Management, L.P. $149,000 of that amount related to the use of aircraft leased by Trian Fund Management, L.P. from unaffiliated third parties and the remaining $25,000 related to the use of an aircraft owned by Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s,” formerly Triarc Companies, Inc.). The Company has reimbursed or will reimburse Trian Fund Management, L.P., which in turn has reimbursed or will reimburse such third parties and Wendy’s/Arby’s, for such amounts, which represent the incremental costs of the air travel. With respect to the use of the aircraft owned by Wendy’s/Arby’s, the aircraft was made available pursuant to the terms of an aircraft time sharing agreement between Wendy’s/Arby’s and Trian Fund Management, L.P. 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 began in January 2008 and aggregated $30,000 and $60,000, respectively, for each of the three-month and six-month periods ended June 30, 2008 and 2009 and $180,000 for the period from October 16, 2007 (date of inception) to June 30, 2009. 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 during the three-month period ended March 31, 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 from the Trust Account 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 permitted 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 June 30, 2009.

Common Stock

The authorized common stock of the Company is 500,000,000 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.

Table of Contents

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 carry forwards, 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 of 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 incur indebtedness, 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 obligation is payable on demand; and

·	our inability to obtain necessary additional financing if the debt obligation contains covenants restricting our ability to obtain such financing while the debt obligation is outstanding.

If we are unable to consummate our business combination by January 23, 2010 (or up to July 23, 2010 if our stockholders approve an extension), our charter requires that we wind up our affairs and liquidate. Our plans to consummate our business combination may not be successful and, accordingly, we may be required to liquidate as soon as practicable after January 23, 2010 (or up to July 23, 2010 if our stockholders approve an extension).

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date (other than interest income), 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, cash equivalents and investments. We have incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence activities. Our expenses may increase substantially.

Table of Contents

Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008

Our interest income, which principally related to the investment of $905.6 million of the net proceeds from our initial public offering, decreased $2.5 million to $0.7 million in the 2009 second quarter from $3.2 million in the 2008 second quarter. This decrease was due to the significantly lower available yields on United States Treasury securities during the 2009 second quarter as compared with the 2008 second quarter. The average yield on our investments decreased from 1.4% for the 2008 second quarter to 0.3% for the 2009 second quarter.

Our professional fees and other expenses increased $0.2 million to $0.5 million in the 2009 second quarter from $0.3 million in the 2008 second quarter reflecting an increase in expenses related to investigating potential business combinations.

Our provision for income taxes decreased $1.4 million to $0.1 million in the 2009 second quarter from $1.5 million in the 2008 second quarter principally reflecting the lower income before income taxes in the 2009 second quarter.

Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008

Our interest income, which principally related to the investment of $905.6 million of the net proceeds from our initial public offering, decreased $4.8 million to $1.7 million for the six months ended June 30, 2009 from $6.5 million for the six months ended June 30, 2008. This decrease was due to the significantly lower available yields on United States Treasury securities for the six months ended June 30, 2009 as compared with the six months ended June 30, 2008, which impact more than offset the full period effect of the investment of the initial public offering proceeds for the six months ended June 30, 2009, which were invested in the 2008 first quarter beginning only on January 29, 2008. The average yield on our investments decreased from 1.4% for the six months ended June 30, 2008 to 0.4% for the six months ended June 30, 2009.

Our professional fees and other expenses increased $0.4 million to $1.0 million in the six months ended June 30, 2009 from $0.6 million for the six months ended June 30, 2008 reflecting an increase in expenses related to investigating potential business combinations as well as the full period effect of recurring expenses in the 2009 six-month period.

Our provision for income taxes decreased $2.3 million to $0.3 million for the six months ended June 30, 2009 from $2.6 million for the six months ended June 30, 2008 principally reflecting the lower income before income taxes for the 2009 six-month period.

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. 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.

As of June 30, 2009, the trust account was invested in U.S. Treasury bills with maturities ranging from 76 to 178 days when purchased and, to a lesser extent, a money market mutual fund that invests exclusively in U.S. Treasury securities. As of June 30, 2009, the balance in the trust account was $911.4 million, or approximately $9.91 per share held by 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 (a) income taxes and (b) the trustee’s investment management fees, which fees may not exceed $0.35 million per year, may also be withdrawn in addition to the $9.5 million of interest income. From the establishment of the trust account through June 30, 2009, $13.9 million of interest income was earned, $5.5 million was withdrawn to pay estimated income tax payments, $0.4 million was withdrawn to pay the trustee’s investment management fees and $2.2 million was withdrawn to fund general and administrative expenses. As of June 30, 2009, the balance of our cash and cash equivalents held outside the trust account was $0.2 million.

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 or preexisting indebtedness of the target business. Such funds could also be used to repay any operating expenses or finder’s fees that 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.

The following amounts are or were available to us to fund our working capital requirements and certain other expenses, (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, net of income taxes, earned (or to be earned) on the balance of the trust account. Of these amounts, we have used an aggregate of $3.3 million through June 30, 2009 leaving us with a maximum additional availability of up to $7.5 million. However, based on currently available interest rates on U.S. Treasury securities, we would not earn sufficient interest income on the cash equivalents and short-term investments held in the trust account in order to generate the $9.5 million, net of income taxes, permitted to be withdrawn from the trust account. As of June 30, 2009, $5.9 million of interest earned on the trust account remains available for withdrawal. We believe the $5.9 million together with the remaining interest income that would be earned (and available for withdrawal) based on currently available interest rates will be sufficient to allow us to operate at least until January 23, 2010 (the date that is 24 months from the date of the prospectus relating to our initial public offering), or up to July 23, 2010 (30 months from the date of such prospectus) 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, the trustee’s investment management fees, payments for income taxes, 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.

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. As of June 30, 2009, the maximum amount of future payments under this obligation is $120,000 through July 23, 2010 (30 months from the date of the prospectus relating to our initial public offering). This obligation terminates upon the earlier of the consummation of our business combination and our liquidation.

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. 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 June 30, 2009, the aggregate carrying amounts of the investments in U.S. Treasury bills (held at amortized cost) and a money market fund were $899.3 million and $12.1 million, respectively. The U.S. Treasury bills had remaining maturities ranging from 2 to 170 days as of June 30, 2009, with a weighted average remaining maturity of 104 days. 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. As of June 30, 2009, the aggregate estimated fair values of the investments in U.S. Treasury bills and the money market fund were $899.4 million and $12.1 million, respectively. We do not believe we have significant exposure to other types of market risk, such as equity price risk.

Item 4.

Controls and Procedures

Evaluation of Disclosure 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2009. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2009, 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.

Change in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting made during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations on the effectiveness of any control system, including the potential for human error and the circumvention of overriding of the controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our control system can prevent or detect all errors or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

Table of Contents

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 July 31, 2009, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 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, Trian Acquisition I, LLC, 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 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 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 that is now maintained by U.S. Trust. 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, net of income taxes, 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 the trustee’s investment management fees may also be released to us from the trust account.

As of June 30, 2009, the balance in the trust account was $911.4 million, or approximately $9.91 per share held by public stockholders. Since the inception of the trust account through June 30, 2009, $13.9 million of interest income was earned, $5.5 million was withdrawn to pay estimated income tax payments, $0.4 million was withdrawn to pay the trustee’s investment management fees and $2.2 million was withdrawn to fund general and administrative expenses. As of June 30, 2009, the balance of our cash and cash equivalents held outside the trust account was $0.2 million.

Table of Contents

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None.

Table of Contents

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	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).

10.5	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).

10.6	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).

10.7	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).

10.8	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).

10.9	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).

10.10	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)).

10.11	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).

10.12	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).

10.13	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.

Table of Contents

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: August 4, 2009	By:	/s/ Edward P. Garden Edward P. Garden President and Chief Executive Officer (On behalf of the Company)



Date: August 4, 2009	By:	/s/ Greg Essner Greg Essner Treasurer, Chief Financial Officer and Assistant Secretary (Principal Accounting Officer)

Table of Contents

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 these entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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: August 4, 2009	By:	/s/Edward P. Garden
		Edward P. Garden
		President and Chief Executive Officer
		(Principal Executive Officer)

Table of Contents

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.;

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: August 4, 2009	By:	/s/Greg Essner
		Greg Essner
		Treasurer and Chief Financial Officer
		(Principal Financial Officer)

Table of Contents

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 June 30, 2009 (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, as amended; 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: August 4, 2009	By:	/s/Edward P. Garden
		Edward P. Garden
		President and Chief Executive Officer

Date: August 4, 2009	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.

TRIAN ACQUISITION I CORP. 10-Q