According to Robert Stetson, CEO of USRP, the merger grew fromseveral talks between himself and Curtis McWilliams, president andCEO of CNLRP, addressing a void in the restaurant industry. Bothsides held a joint conference call yesterday to discuss the issue."We studied the needs of the major chains and looked at theirbalance sheets and realized there were some big deals out there forthe player with the right platform and all the capabilities youneed to execute. When this transaction is completed that's us,"Stetson said.

Under the terms of the transaction, CNLRP will merge with andinto USRP; concurrent with that, USRP agreed to acquire by merger18 CNL Income Funds. These income funds bring about 500 triple netleased restaurant properties. Total consideration for the incomefunds assuming all of them are purchased is approximately $540million, of which 80% of the consideration will be cash, Stetsonexplained.

Once the deal is completed, the newly formed company willoperate as CNL Restaurant Properties with its headquarters here."We will be the largest restaurant REIT and the numbers tell thestory," he added. "We'll wholly own 1,900 fee properties and havefinancial interest, including mortgages, in about 3,000 propertiesin 49 states. This is a high-quality portfolio with great brandssuch as Applebees, Arby's, Burger King, Wendys."