|Following the closing of the transaction, each brand will be managed independently.|
MIAMI — A day after revealing that a possible merger was in the works, Miami-based Burger King Worldwide Inc. and Oakville, Ont.-based Tim Hortons Inc. reached agreement to create the world’s third largest quick-service restaurant company. The combined company will be based in Canada and will have approximately $23 billion in system sales, with more than 18,000 restaurants in 100 countries.
Under the terms of the transaction, Tim Hortons shareholders will receive C$65.50 ($59.76) in cash and 0.8025 shares of the new company for every share they own. Based on Burger King’s unaffected closing stock price as of Aug. 22, this represents total value per Tim Hortons share of C$89.32, and based on Burger King’s closing stock price as of Aug. 25, this represents total value per Tim Hortons share of C$94.05. As an alternative, each Tim Hortons shareholder will have the ability to elect to instead receive, for each Tim Hortons share held, either C$88.50 in cash or 3.0879 common shares of the new company, in each case subject to pro ration.
By receiving shares in the new parent company, Tim Hortons shareholders will have the opportunity to participate in the new company’s long-term value creation potential.
Following the closing of the transaction, each brand will be managed independently.
“By bringing together our two iconic companies under common ownership, we are creating a global Q.S.R. powerhouse,” said Alex Behring, executive chairman of Burger King and managing partner of 3G Capital. “Our combined size, international footprint and industry-leading growth trajectory will deliver superb value and opportunity for both Burger King and Tim Hortons shareholders, our dedicated employees, strong franchisees, and partners. We have great respect for the Tim Hortons team and look forward to working together to realize the full potential of these two extraordinary businesses.”
Marc Caira, president and chief executive officer of Tim Hortons, added, “We are very proud of the great history of our organization and the progress we have achieved in creating value and delivering the ultimate experience for our guests. As an independent brand within the new company, this transaction will enable us to move more quickly and efficiently to bring Tim Hortons iconic Canadian brand to a new global customer base. At the same time, our customers, employees, franchisees and fellow Canadians can all rest assured that Tim Hortons will still be Tim Hortons following this transaction, including our core values, employee and franchisee relationships, community support and fresh coffee.”
Daniel Schwartz, c.e.o. of Burger King, said the Miami-based fast-food chain has spent the past four years transforming itself into “one of the fastest-growing and most profitable Q.S.R. businesses in the world.”
“We are excited to build on this progress as we continue to expand Burger King around the world and look forward to working with and learning from Tim Hortons as we together create the world’s leading global restaurant business,” Mr. Schwartz said.
Many of the key leaders will remain in place once the company’s combine. Mr. Behring will lead the new global company as executive chairman and director. Mr. Caira will be named vice-chairman and a director, with a focus on overall group strategy and global business development. Mr. Schwartz will become group c.e.o. of the new company, with overall day-to-day management and operational accountability. The new company’s board will include the current eight Burger King directors and three directors to be appointed by Tim Hortons, including Mr. Caira.
During the transition period, Mr. Caira and Mr. Schwartz will continue as c.e.o.s of Tim Hortons and Burger King, respectively. Additional executives in the new global company structure will be identified from Burger King and Tim Hortons during the transition period and announced at the time of closing, the companies said.
The current Tim Hortons headquarters in Oakville will continue to be the global home of the Tim Hortons business. Burger King’s current headquarters in Miami will continue to be the global home of the Burger King business. It is expected that the shares of the new parent company will be listed on the New York Stock Exchange and the Toronto Stock Exchange.
3G Capital is expected to retain all of its investment in Burger King by converting its roughly 70% equity stake in Burger King into equity of the new company. On a pro forma basis, 3G Capital is expected to own approximately 51% of the new company with the balance of the common shares to be held by current public shareholders of Burger King and Tim Hortons.
3G Capital took Burger King public in 2012, and in 2013 teamed with Berkshire Hathaway Inc. to take H.J. Heinz Co. private in a $23 billion deal. 3G Capital is known for aggressive cost-cutting at the companies it acquires.
Burger King has obtained commitments for $12.5 billion of financing to fund the cash portion of the transaction, including commitments for a $9.5 billion debt financing package led by JP Morgan and Wells Fargo. It is expected that the debt financing for the transaction will consist of a $6.75 billion senior secured term loan B facility, a $500 million senior secured revolving credit facility and senior secured second-lien notes in the amount of $2.25 billion.Berkshire Hathaway has committed $3 billion of preferred equity financing. Berkshire is simply a financing source and will not have any participation in the management and operation of the business, the companies said.