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$596 Million Stock Offering For Burger King Parent
Greenberg Traurig corporate and securities shareholders Kara MacCullough and Flora Perez barely slept for eight days. That's the time they had to complete a secondary public offering for their client Restaurant Brands International, or RBI, parent of Miami-based Burger King and Oakville, Ontario-based coffee, doughnuts and sandwich chain Tim Hortons.
Typically, this type of transaction would be completed in about a month. But the offering priced Dec. 9, and RBI wanted it closed by Dec. 15 before the securities markets all but shut down for the holidays and to take advantage of market conditions, they said.
The offering involved the sale of more than 17.5 million shares owned by limited partners of 3G Capital Partners, a Brazilian private investment group that acquired Burger King in 2010. Burger King created RBI in 2014 when the fast-food chain acquired Tim Hortons for $11 billion.
The stock sold for $34.30 per share for net proceeds of $596 million that went to the limited partners who wanted to diversify their holdings.
“What was interesting and challenging about this transaction is that RBI is a dual-listed company” on the New York Stock Exchange and Toronto Stock Exchange, MacCullough said. “That is relatively unusual.”
As a result, the transaction had to comply with different securities regulations in the two countries. That required coordinating with the other law firms on matters such as timing and content of the registration statements, compliance with disclosure obligations and the content of legal opinions and comfort letters prepared by auditors for underwriter Morgan Stanley.
The Tim Hortons acquisition created the world's third-largest fast-food chain. Burger King, which closed on a lease for its new Miami headquarters at Waterford at Blue Lagoon corporate park in January, has more than 14,600 franchised restaurants in about 100 countries. Tim Hortons has more than 4,800, primarily in Canada.
The two chains are run independently, and company officials have said there are no plans to combine the product offerings at their restaurants. Going forward, Restaurant Brands intends to increase the number of Burger King restaurants worldwide. Expansion for Tim Hortons includes a plan to open 150 new restaurants in Ohio.
Restaurant Brands is part of the food empire assembled by 3G Capital, known for aggressive cost-cutting to boost profitability, that also includes Anheuser-Busch InBev, Heinz and Kraft.
' Mary Hladky, Daily Business Review
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