Burger King Holdings, Inc. to Be Acquired by 3G Capital

3G Capital has obtained committed financing to purchase all outstanding shares and refinance existing indebtedness. The transaction is expected to close in the fourth quarter of this calendar year.

Sep 3 2010 --- Burger King Holdings, Inc. and 3G Capital have entered into a definitive agreement under which affiliates of 3G Capital will acquire the stock of the Company for $24.00 per share, or $4.0 billion, including the assumption of the Company's outstanding debt.

Under the terms of the agreement, which has been unanimously approved by the Company's Board of Directors, stockholders will receive $24.00 in cash per share for all outstanding shares of the Company's common stock, representing a 46% premium to the Company's unaffected share price before recent market rumors. 3G Capital has obtained committed financing to purchase all outstanding shares and refinance existing indebtedness. The transaction is expected to close in the fourth quarter of this calendar year.

"The BURGER KING brand is one of the most recognizable and respected brand names in the world, and we are pleased that 3G Capital recognizes the value we have created in revitalizing the brand and enhancing operations over the past seven years," said the Company's Chairman and Chief Executive Officer John W. Chidsey. "We look forward to partnering with 3G Capital, whose proven track record as an investor, together with its financial and consumer brands experience, will serve to further strengthen the Company, our restaurants and franchisees worldwide. We are committed to maintaining the superior guest experience the BURGER KING system is known for around the world as we transition ownership."

Alex Behring, Managing Partner of 3G Capital, said, "We have great respect for the BURGER KING brand and the strong business that management, the employees and the franchisees have built. The iconic BURGER KING brand, its solid franchisee network and great product offerings make this a perfect fit for 3G Capital, which has a strong track record of long-term investments in global consumer brands and retail companies. We are excited to work together with the Company's employees and franchisees to continue to invest in the brand for the benefit of all its guests, employees and franchisees."

In conjunction with the transaction, the Company's Chairman and Chief Executive Officer, John Chidsey, will remain through the transition period in his current capacity and subsequently assume a newly created position of Co-Chairman of the Board. Upon closing of the transaction, Alex Behring, Managing Partner of 3G Capital, will be appointed Co-Chairman of the Board of the Company, alongside Mr. Chidsey.

Under the terms of the agreement, it is anticipated that 3G Capital will commence a tender offer for all of the outstanding shares of the Company no later than September 17, 2010.

Affiliates of TPG Capital LP, Goldman Sachs Capital Partners and Bain Capital Investors, which own approximately 31 percent of the Company's outstanding shares in the aggregate, have entered into agreements pursuant to which they will tender their shares into the offer.

3G Capital has received debt commitment letters from JPMorgan Chase Bank, N.A. and Barclays Capital to provide the debt financing necessary to close the transaction. Under the terms of the agreement, the transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 79.1 percent of the Company's common shares, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the receipt of funding under the financing agreements and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.

Under the terms of the agreement, the Company may solicit superior proposals from third parties for a period of 40 calendar days continuing through October 12, 2010. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Lazard Ltd., J.P. Morgan Securities LLC and Barclays Capital are acting as financial advisors to 3G Capital. Kirkland & Ellis LLP is acting as legal advisor to 3G Capital. Morgan Stanley and Goldman, Sachs & Co. are acting as the Company's financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP and Holland & Knight LLP are acting as the Company's legal advisors.

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 and in 2010, Standard & Poor's included shares of Burger King Holdings, Inc. in the S&P MidCap 400 index. 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.