3G Capital Completes Acquisition of Burger King Holdings, Inc.
October 19 2010 - 3:01PM
Business Wire
Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G
Capital today announced the completion of the previously announced
transaction for an affiliate of 3G Capital to acquire the Company
for $24.00 per share in cash, or approximately $4.0 billion in the
aggregate, including the assumption of outstanding debt.
As previously announced, Bernardo Hees will become Chief
Executive Officer of the Company, and Alexandre Behring, Managing
Partner of 3G Capital, will assume the position of Co-Chairman of
the Board of the Company effective immediately, alongside John
Chidsey, the Company’s Chairman and Chief Executive Officer prior
to the completion of the transaction.
“We are thrilled to complete this transaction and eager to
continue building the BURGER KING® brand and enhance the guest
experience in our restaurants all over the world,” said Mr. Hees.
“We see many exciting opportunities for this business, including
developing new product offerings and expanding the brand
internationally. We believe the early success of the new BK®
Breakfast menu demonstrates the efforts and strength of our
franchise network in the U.S. We also are looking forward to
collaborating closely with our international franchisees in pursuit
of growth in areas such as Asia and Latin America. Together with
the talented pool of colleagues at the Company and our franchisees,
I am excited to work toward reaching the full potential of the
iconic and world-renowned BURGER KING® brand.”
On September 2, 2010, the Company and 3G Capital announced that
the Company and certain entities controlled by 3G Special
Situations Fund II, L.P. had signed a definitive merger agreement
pursuant to which the tender offer would be made. Pursuant to the
merger agreement, Blue Acquisition Sub, Inc., an entity controlled
by 3G Special Situations Fund II, L.P., commenced a tender offer on
September 16, 2010 to acquire all outstanding shares of the Company
at a price of $24.00 per share, net to the seller in cash. On
October 15, 2010, 3G Capital announced the successful completion of
the tender offer for all outstanding shares of common stock of the
Company and that Blue Acquisition Sub, Inc. had accepted for
payment all shares validly tendered and not withdrawn as of the
expiration of the tender offer, which shares represented over 93%
of the outstanding shares. Pursuant to the terms of the merger
agreement, Blue Acquisition Sub, Inc. merged with and into the
Company today and now the Company is the surviving corporation and
a wholly-owned subsidiary of Blue Acquisition Holding Corporation,
an entity controlled by 3G Special Situations Funds II, L.P. All
outstanding shares of common stock of the Company, other than
shares held by Blue Acquisition Holding Corporation, Blue
Acquisition Sub, Inc. or the Company or shares held by the
Company’s stockholders who have and validly exercise appraisal
rights under Delaware law, were canceled and converted into the
right to receive cash equal to the $24.00 offer price per
share.
As a result of the completion of the merger, the common stock of
the Company will no longer be listed for trading on the New York
Stock Exchange, which is expected to take effect by October 20,
2010.
Lazard, J.P. Morgan Securities LLC and Barclays Capital acted as
financial advisors to 3G Capital. Kirkland & Ellis LLP acted as
legal advisor to 3G Capital.
Morgan Stanley and Goldman, Sachs & Co. acted as the
Company’s financial advisors. Skadden, Arps, Slate, Meagher &
Flom LLP and Holland & Knight LLP acted as the Company’s legal
advisors.
About Burger King Holdings, Inc.
The BURGER KING® system operates more than 12,150 restaurants in
all 50 states and in 76 countries and U.S. territories worldwide.
Approximately 90 percent of BURGER KING® restaurants are owned and
operated by independent franchisees, many of them family-owned
operations that have been in business for decades. In 2008, Fortune
magazine ranked Burger King Corp. (BKC) among America's 1,000
largest corporations. BKC was recognized by Interbrand on its top
100 "Best Global Brands" list and Ad Week has named it one of the
top three industry-changing advertisers within the last three
decades. To learn more about Burger King Corp., please visit the
Company's Web site at http://www.bk.com.
About 3G Capital
3G Capital is a multi-billion dollar, global investment firm
focused on long-term value creation, with a particular emphasis on
maximizing the potential of brands and businesses. The firm and its
partners have a strong history of generating value through
operational excellence, board involvement, deep sector expertise
and an extensive global network. 3G Capital works in close
partnership with management teams at its portfolio companies and
places a strong emphasis on recruiting, developing and retaining
top-tier talent. Affiliates of the firm and its partners have
controlling or partial ownership stakes in global companies such as
Anheuser-Busch InBev, Lojas Americanas, the largest non-food and
online retailer in Latin America, and America Latina Logistica
(ALL), the largest railroad and logistics company in Latin America.
3G Capital’s main office is in New York City. For more information
on 3G Capital, please go to http://www.3g-capital.com.
Forward-Looking Statements:
This press release may contain “forward-looking statements.”
These forward-looking statements involve significant risks and
uncertainties and are not guarantees of future performance. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the
intent of any parties about future actions. Actual results may
differ materially from those currently anticipated due to a number
of risks and uncertainties, including risks and uncertainties
relating to these matters that are discussed in documents filed
with the SEC by the Company. Investors and security holders may
obtain free copies of the documents filed with the SEC by the
Company by contacting the Company’s Investor Relations at 5505 Blue
Lagoon Drive, Miami, Florida 33126, telephone number (305) 378-7696
or investor@whopper.com. Neither 3G Capital nor the Company
undertakes any obligation to update any forward-looking statements
as a result of new information, future developments or otherwise,
except as expressly required by law.
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