Burger King Holdings, Inc. (ticker: BKC, exchange: New York Stock Exchange (.N))
News Release -
3G Capital Completes Acquisition of Burger King Holdings, Inc.
MIAMI & NEW YORK, Oct 19, 2010 (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
"We are thrilled to complete this transaction and eager to continue
building the BURGER KING(R)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(R) 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(R) 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accepted for payment all shares validly tendered and not withdrawn as of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(R) 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(R) 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.
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 firstname.lastname@example.org.
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.
SOURCE: Burger King Holdings, Inc.
For Burger King Holdings, Inc.
Miguel Piedra, 305-378-7277
Sergio Maņas, 305-378-7696
For 3G Capital
Brunswick Group LLC
Steve Lipin, 212-333-3810