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Explanation of Responses:
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(
1)
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This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital
Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee
2000"), Bridge Street Special Opportunities Fund 2000, L.P. ("Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone
2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000
LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners
2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote)
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(
2)
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GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000
Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH
("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone
2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP
2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP
Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP,
GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons").
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(
3)
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Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in
duplicate.
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(
4)
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Pursuant to the tender offer by Blue Acquisition Sub, Inc. (the "Tender Offer"), an entity controlled by 3G Special
Situations Fund II, L.P., for all shares of common stock, par value $0.01 per share (the "Common Stock"), of Burger King
Holdings, Inc. (the "Company"), Goldman Sachs tendered and Blue Acquisition Sub, Inc. accepted for payment 10,100 shares of
Common Stock that were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned
indirectly by GS Group.
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(
5)
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Pursuant to the Tender Offer, the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general
partner, managing general partner, managing partner, managing member or member, tendered and Blue Acquisition Sub, Inc.
accepted for payment 13,900,225 shares of Common Stock that may be deemed to have been beneficially owned indirectly by GS
Group and Goldman Sachs. Goldman Sachs is the investment manager of certain of the Limited Partnerships.
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(
6)
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Pursuant to the Tender Offer, GS Group tendered and Blue Acquisition Sub, Inc. accepted for payment 8,324 shares that were
granted to Adrian M. Jones, a managing director of Goldman Sachs who, at the time of the grants, was a director of the
Company. Adrian M. Jones has an understanding with GS Group pursuant to which such shares are held for the benefit
of GS Group.
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(
7)
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GS Group may be deemed to beneficially own 24,478 shares of Common Stock that were granted to Sanjeev K. Mehra, a managing
director of Goldman Sachs and a director of the Company, pursuant to certain deferred stock awards under the 2006 Omnibus
Incentive Plan. Sanjeev K. Mehra has an understanding with GS Group pursuant to which such deferred shares are held for the
benefit of GS Group. The deferred shares settle upon termination of board service. Each of Goldman Sachs and GS Group
disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
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(
8)
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Goldman Sachs Execution & Clearing, L.P. ("GSEC") beneficially owns directly, and GS Group may be deemed to beneficially own
indirectly, 3,520 shares of Common Stock. GSEC is a wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group
disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY 10282
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X
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GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK, NY 10282
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X
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GS CAPITAL PARTNERS 2000 LP
200 WEST STREET
NEW YORK, NY 10282
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X
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GS CAPITAL PARTNERS 2000 OFFSHORE LP
200 WEST STREET
NEW YORK, NY 10282
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X
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GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG
PETERBOROUGH COURT
133 FLEET STREET
LONDON EC4A 2BB, X0
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X
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GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP
200 WEST STREET
NEW YORK, NY 10282
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X
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Bridge Street Special Opportunities Fund 2000, L.P.
200 WEST STREET
NEW YORK, NY 10282
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X
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STONE STREET FUND 2000 LP
200 WEST STREET
NEW YORK, NY 10282
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X
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GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP
200 WEST STREET
NEW YORK, NY 10282
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X
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GS Private Equity Partners 2000, L.P.
200 WEST STREET
NEW YORK, NY 10282
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X
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Signatures
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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/s/ Yvette Kosic, Attorney-in-fact
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10/19/2010
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**
Signature of Reporting Person
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Date
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