Tim Hortons Inc. (USA) (THI), Burger King Worldwide Inc (BKW) Agree To Merge: 3G Capital Will Own Over 50% of New Company

In a newly amended filing with the U.S. Securities and Exchange Commission, 3G Capital, managed by Jorge Paulo Lemann, disclosed that it entered into a voting agreement related to the merger  between Tim Hortons Inc. (USA) (NYSE:THI) and Burger King Worldwide Inc (NYSE:BKW). According to the filing, 3G Capital holds 243.86 million shares of Burger King Worldwide Inc (NYSE:BKW), equal to 69.22% of common stock outstanding.

Jorge Paulo Lemann

On August 26, Tim Hortons Inc. (USA) (NYSE:THI) and Burger King Worldwide Inc (NYSE:BKW) announced that they entered into a merger agreement to create “the world’s third largest quick service restaurant company.” The new global company will be based in Canada. 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, according to a press release.

Under the agreement, Tim Hortons Inc. (USA) (NYSE:THI) shareholders will receive C$65.50 in cash and 0.8025 common shares of the new company per Tim Hortons Inc. (USA) (NYSE:THI) share. Based on Burger King Worldwide Inc (NYSE:BKW) closing stock price as of August 22, 2014, this represents total value per Tim Hortons Inc. (USA) (NYSE:THI) share of C$89.32 and based on Burger King Worldwide Inc (NYSE:BKW) closing stock price as of August 25, 2014, this represents total value per Tim Hortons share of C$94.05.

Alex Behring, executive chairman of Burger King Worldwide Inc (NYSE:BKW) and managing partner at 3G Capital, will lead the new global company as executive chairman and director. Marc Caira, president and CEO of Tim Hortons Inc. (USA) (NYSE:THI), will be named vice-chairman and a director. Daniel Schwartz, CEO of Burger King Worldwide Inc (NYSE:BKW), will be named Group CEO of the new company. The new company’s board will include the current eight Burger King Worldwide Inc (NYSE:BKW) directors and three directors to be appointed by Tim Hortons Inc. (USA) (NYSE:THI), including Mr. Caira.

In connection with the agreement, 3G Capital, which holds around 243.86 of Burger King Worldwide Inc (NYSE:BKW) outstanding shares, entered into a voting agreement with Tim Hortons Inc. Pursuant to the voting agreement, the hedge fund party to the voting agreement also granted to Tim Hortons Inc. an irrevocable proxy to secure the fund’s obligations under the voting agreement. In addition, pursuant to the voting agreement, the fund party to the voting agreement agreed that it would make a partnership election in connection with the merger, 3G Capital states in the filing.

“3G Capital will retain all of its investment in [Burger King Worldwide Inc (NYSE:BKW)] by converting its roughly 70% equity stake in [Burger King Worldwide Inc (NYSE:BKW)] 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 Worldwide Inc (NYSE:BKW)] and Tim Hortons.”

It’s interesting to point out that 3G Capital is in a way related to Warren Buffett‘s Berkshire Hathaway, which will also participate in the merger by acquiring $3 billion worth of preffered stock in the new company. Earlier in 2013, 3G Capital and Berkshire partnered to acquire H.J. Heinz for $23 billion.

Disclosure: none

blog comments powered by Disqus
Insider Monkey Headlines
Insider Monkey Small Cap Strategy
Insider Monkey Small Cap Strategy

Insider Monkey beat the market by 52 percentage points in 24 months Click to see monthly returns in table format!

Lists

6 Films About the Financial World You Need To Watch (While “The Wolf” is Not Around)

Warren Buffett and Billionaires Are Crazy About These 7 Stocks

The Top 10 States With Fastest Internet Speeds

10 Best Places to Visit in USA in August

Top 10 Cities to Visit Before You Die

Top 10 Genetically Modified Food In the US

15 Highest Grossing Movies Opening Weekend

5 Best Poker Books For Beginners

10 Strategies Hedge Funds Use to Make Huge Returns

Top 10 Fast Food Franchises to Buy

10 Best Places to Visit in Canada

Best Summer Jobs for Teachers

10 Youngest Hedge Fund Billionaires

Top 10 One Hit Wonders of the 90s

Fastest Growing Cities In America

Top 10 U.S. Cities for Freelancers

Top 9 Most Popular Free iPhone Apps

Top 10 Least Expensive Private Business Schools in the US

Top 15 Most Expensive Countries in the World – 2014

Top Businesses to Invest In

Top 5 Things You Might Be Doing Wrong With Your Business

Top 5 Strategic Technology Trends in 2014

Top Rags to Riches Stories

Parenting Behavior That Promotes Future Leaders

Top 5 Mistakes Made by Small Businesses

Top 5 Most Common and Potentially Devastating Financial Blunders

Top 5 Highest Paying Jobs for Web Designers

Top 6 Most Respected Professions that Also Pay Well

Top 5 Pitfalls Investors Should Avoid

Top 6 Lawyers and Policy Makers Under 30

Top 6 New Year’s Resolutions for Entrepreneurs

Top 7 Locations to Check in on Facebook

Top 5 Mistakes made by Rookie eBay Sellers

Top 7 eBook Publishers in 2013

Top 6 Health Industry Trends in 2014

5 Lessons for Entrepreneurs from Seth Godin

Top 5 Success Tips from Jordan Belfort – the Wolf of Wall Street

Best Master’s in Finance Degree Programs

Top 6 Earning Celebrities Over 50

The most expensive sports to play

Top 7 Earning Celebrities Under 25

Best 7 Online Courses to Take: Free Finance MOOCs

Top 6 Bad Habits that Promote Failure

20 Most Valuable Soccer Teams in the World in 2013

12 Most Expensive Countries for Foreign Students

Top 30 Most Influential Women in the World

Top 20 Most Expensive New Year Eve Shows

Top 5 Best Vocational Careers

Top 10 Jobs for 2014 by Salary Gain (Predictions)

Top 5 Digital Trends for 2014

Subscribe

Enter your email:

Delivered by FeedBurner

X

Thanks! An email with instructions is sent to !

Your email already exists in our database. Click here to go to your subscriptions

Insider Monkey returned 47.6% in its first year! Wondering How?

Download a complete edition of our newsletter for free!