Burger King Worldwide, Inc. (“Burger King Worldwide”) today announced the consummation of its business combination with a subsidiary of Justice Holdings Limited (“Justice”). Burger King Worldwide will commence trading on the New York Stock Exchange today under the ticker symbol “BKW.”
As a result of the closing of the transaction, 3G Capital, a global investment firm and Burger King Worldwide’s principal stockholder, received approximately $1.4 billion in cash and will continue as the majority shareholder with an approximately 71% stake in the combined publicly traded company. The former Justice shareholders and Justice founders now own approximately 29% of the combined publicly traded company.
As previously announced, and as part of the business combination transaction, Martin E. Franklin and Alan Parker, former Justice directors, have joined the Board of Directors at Burger King Worldwide, along with all of the existing Burger King Worldwide Holdings board members. Martin E. Franklin is the Founder and Executive Chairman of Jarden, a NYSE-listed, diversified consumer products company, for which he previously served as its Chief Executive Officer. Alan Parker was previously the Chief Executive of Whitbread PLC, the UK’s largest hotel and restaurant company.
Tegris Advisors acted as lead mergers and acquisitions financial advisors to Justice on the transaction. Barclays Capital Inc. rendered a fairness opinion to Justice’s Board of Directors. Kirkland & Ellis LLP acted as legal counsel to Burger King Worldwide and 3G Capital. Greenberg Traurig, P.A. and Sullivan & Cromwell LLP acted as legal counsel to Justice on the transaction.
Copies of the prospectus relating to the Burger King Worldwide shares distributed to Justice shareholders may be obtained from Investor Relations, Burger King Worldwide, Inc., 5505 Blue Lagoon Drive, Miami, Florida 33126.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor will there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
June 20, 2012