BKC Burger King Holdings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

BURGER KING HOLDINGS, INC.

(Name of Subject Company (Issuer))

 

BLUE ACQUISITION HOLDING CORPORATION

BLUE ACQUISITION SUB, INC.

(Name of Filing Persons (Offeror))

 

3G SPECIAL SITUATIONS FUND II, L.P.

(Name of Filing Persons — (Other Person(s))

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

121208201

(CUSIP Number of Class of Securities)

 

Eric Hirschhorn, Esq.

Blue Acquisition Holding Corporation

c/o 3G Capital, Inc.

600 Third Avenue 37th Floor

New York, New York 10016

(212) 893-6727

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

With a copy to:

Stephen Fraidin, Esq.

William B. Sorabella, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

 

CALCULATION OF FILING FEE

 

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:   þ

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (as amended, “Schedule TO”) relating to the tender offer by Blue Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), for all of the outstanding common stock, par value $0.01 per share (“Shares”), of Burger King Holdings, Inc., a Delaware corporation (“Burger King”), at a price of $24.00 per share net to the seller in cash without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated September 16, 2010 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”

 

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

 

Items 1, 4, and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

 

“The Offer and withdrawal rights expired at midnight, New York City time, on October 14, 2010. The Depositary has advised us that 128,192,385.1523 Shares were validly tendered and not properly withdrawn (including 7,047,235.9946 Shares tendered pursuant to notices of guaranteed delivery). All Shares that were validly tendered and not properly withdrawn have been accepted for purchase and paid for by Purchaser. Purchaser also exercised its Top-Up, pursuant to which Burger King issued Shares to Purchaser, at a price per Share equal to the Offer Price, in an amount sufficient to ensure that Purchaser and Parent could effect a short-form merger under applicable Delaware Law.

 

As a result of the purchase of Shares in the Offer and the issuance of Shares pursuant to the Top-Up, Purchaser and Parent will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Burger King. Accordingly, Purchaser and Parent intend to effect a “short form” merger in which Purchaser is merged with and into Burger King, with Burger King surviving the Merger and continuing as a wholly-owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger, other than Shares owned by Parent or Purchaser immediately prior to the effective time of the Merger, or any stockholder of Burger King who is entitled to and properly exercises appraisal rights under Delaware law, will automatically be converted into the right to receive the Offer Price in cash, without interest and less any applicable withholding taxes. All shares converted into the right to receive the Offer Price shall be canceled and cease to exist.

 

On October 15, 2010, 3G Capital issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached hereto as Exhibit (a)(1)(K) and is incorporated herein by reference.”

 

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

SIGNATURES

 

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 15, 2010

 

BLUE ACQUISITION SUB, INC.

 

Name:     Daniel Schwartz

 

BLUE ACQUISITION HOLDING CORPORATION

 

Name:     Daniel Schwartz

 

3G SPECIAL SITUATIONS FUND II, L.P.

 

Name:     Daniel Schwartz

EXHIBIT INDEX

 

­ ­

 

* Previously filed.

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