3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. Created on April 13, 2014 To ensure that you’re viewing PrivCo’s complete and most up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Table of Contents About PrivCo Legal Disclaimer Deal Details
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Private Companies
Private Market Investors
VC Fundings
PRIVCO MEDIA, LLC.
SALES / LICENSING
134 W 26th Street, Flr 4
T: +1 (212) 645-1686
New York, NY 10001
F: +1 (646) 304-1193
www.privco.com
[email protected]
Private M&A Deals
Private Equity Deals
Premium Access
Knowledge Bank
PrivCo is the premier source for business and financial research on major, non-publicly traded corporations, including family owned, private equity owned, venture backed, and international unlisted companies. Click here to learn more about the PrivCo Platform. PrivCo’s Private Company Reports include information such as: Financials & Statistics: annual revenues, employee counts, productivity charts (Excel-ready!) Detailed Funding and VC Investment Activity with Funding Round breakdowns, deal terms, and analysis Detailed M&A Deal data with FULL deal reports including multiples, deal advisors, and more Detailed Business Descriptions including key products and services, brands, major milestones Competitors and Comparables (assist in competitive analysis and company valuations) Public/Private History (PPH™) tables that map go-private/go-public activity like Levereged Buyouts and IPO attemps Bankruptcy & Restructuring tables with detailed notes and filing-accurate information There are over 150,000 firms in the U.S. that generate over $10 million in annual revenues yet traditional business media focuses almost exclusively on the same 15,000 publicly traded companies. By combining the very best financial analysis, editorial quality review, market research, and our proprietary data technology, PrivCo is dedicated to producing intelligent, in-depth business and financial research on the other 90% of major corporations.
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
1
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
PrivCo M&A Deal Report
To access the most up-to-date version of this report, or for full access to the PrivCo database, which contains thousands of other PrivCo Private Company & Deal Reports, contact
[email protected] or call +1 212 645-1686 to speak with a PrivCo sales representative.
This report contains proprietary research by PrivCo Media LLC and is subject to copyright by PrivCo. Use is subject to Terms of Use and Legal Disclaimers which can be found in full at www.privco.com. Copying and redistribution is prohibited without permission of the publisher. PrivCo’s Private Company Financial Reports are designed to provide factual information and all information contained in this publication has been gathered from sources deemed reliable but its accuracy cannot be guaranteed. PrivCo is not a registered investment advisor, and under no circumstances shall any of the information provided herein be construed as a buy/sell recommendation or investment advice of any kind. Copyright © 2014 PrivCo Media LLC All rights reserved. PrivCo Private Company Ticker Symbol, PrivCo Industry Classification System (PICS) codes, and The Private Company Financial Data Authority are all trademarks of PrivCo.
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
2
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Date
Status
Stake Acquired
Deal Price
Deal Types
Currencies Used
October 2010
Completed
100%
$3,260,000,000
Acquisition, Leveraged Buyout (LBO),
Cash
Take Private Target
Buyer
Sellers
Burger King Holdings, Inc.
3G Capital Partners Ltd.
TPG Capital LP
Miami, Florida, United States
New York, New York, United States
Fort Worth, Texas, United States
Industry: Fast-Food Restaurants
Stake Acquired: 100 %
Advisor: The Goldman Sachs Group, Inc.
Advisor: Barclays PLC
Bain Capital, Inc.
Advisor: Holland & Knight LLP
Advisor: J.P. Morgan
Boston, Massachusetts, United States
Advisor: Morgan Stanley
Advisor: Kirkland & Ellis LLP
Advisor: Skadden, Arps, Slate, Meagher & Flom LLP
Advisor: Lazard
Goldman Sachs Private Equity New York, New York, United States
Deal Amount Deal Price
$3,260,000,000
Cash Amount
$3,260,000,000
Enterprise Value (EV)
$4,000,000,000
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
3
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Transaction Multiples w/ Max. Financials for Target: Burger King Holdings, Inc. Total Assets 2010 Stockholder's Equity 2010 Revenues 2010 Net Income (Loss) 2010 Cash Flow 2010 EBITDA 2010 Operating Income (Loss)
Transaction Multiples
Contingency
$2,747,200,000
EV / A
1.19x
EV / A
$1,128,400,000
EV / SE
2.89x
EV / SE
$2,502,200,000
EV / R
1.30x
EV / R
$186,800,000
EV / E
17.45x
EV / E
$310,400,000
EV / CF
10.50x
EV / CF
$444,600,000
EV / EBITDA
7.33x
EV / EBITDA
EV / OI
EV / OI
N/A
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
4
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Premiums Pre-Rumor Premium
46%
Purchase Premium (Discount)
27%
Price Per Share Paid
$24
Contingency Payments Has Contingency Payment?
No
Termination Fees Ability To Solicit
30 day(s)
Has Termination Fee?
Yes
Termination Fee (Before)
$50,000,000
Termination Fee (After)
$95,000,000
Reverse Termination Fee (Before)
$175,000,000
Reverse Termination Fee (After)
$175,000,000
Target Balance Sheet Target Debt Assumed
$830,800,000
Target Cash
$90,800,000
Net Debt (Cash)
$740,000,000
Other Assumed Liabilities
$72,600,000
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
5
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
Business Description for Seller: TPG Capital LP TPG Capital is the global buyout group of TPG, a private investment firm founded in 1992 with offices in San Francisco, London, Hong Kong, New York, Fort Worth, Washington, D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore, and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, and restructurings. In March 2011, TPG Capital's parent TPG Holdings sold nearly 5% of itself to sovereign-wealth funds operated by Kuwait and Singapore. The stake purchase deals valuesd TPG Capital at about $11 billion. TPG Capital's raise of several hundred million dollars for a stake in the private equity firm's management company likely put off any plans for an IPO for TPG Capital or TPG Holdings, according to PrivCo sources inside the firm.
Business Description for Seller: Bain Capital, Inc. Bain Capital, Inc. is a Boston, Massachusetts-based private equity firm. Founded in 1984, at first affiliated with the major management consulting firm Bain & Co., Bain Capital, Inc. considers seed investments as well as restructurings, special situations, buyouts and acquisitions, though Bain Capital's typical investments are in late stage cash flow positive companies, including middle market to large cap take-private transactions. Among Bain Capital's notable alumni are a founding partner, former Massachusetts Governor Mitt Romney. Bain Capital was long ago spun off as an independent investment firm by Bain & Co. Bain Capital has long been known for its outsize returns to investors, as well as for charging higher fees than most private equity competitors. Bain Capital made investors take fees of 30% of gains (above a minmum "hurdle rate" of 10%), as well as an annual management fee of 2% of all money invested. In 2011, Bain Capital began to lower its fees, beginning with a new Asia focused fund. Investors were offered one of two choices, both resulting in lower fees than Bain Capital previously had demanded. Option 1 was to pay just 20% of the fund's profits (after a 7% annual hurdle rate) plus a 2% annual management fee, or Option 2 was to pay Bain Capital 30% of the fund's investment gains, with an annual management fee of just 1% (after a 10% annual hurdle rate). Business Description for Seller: Goldman Sachs Private Equity Goldman Sachs Private Equity is a leading investor in private equity funds, is a significant co-investor in direct investments, and is an active provider of liquidity and portfolio management solutions to existing private equity investors. The Private Equity divisions of Goldman Sachs primarily make commitments to private equity funds located in the United States, the United Kingdom, continental Europe, Latin America and Asia with strategies that include leveraged buyouts, growth financings, natural resources, venture
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
6
3G Capital Partners Ltd. Acquires Burger King Holdings, Inc. To ensure that you're viewing PrivCo's most recent and up-to-date information on this deal, please visit: http://www.privco.com/mergers-acquisitions/3g-capital-partners-ltd-acquires-burger-king-holdings-inc-october-2010
capital and distressed securities.
Visit PrivCo.com now for financial research on over 245,379 private companies and 93,690 private market deals. © 2014 PrivCo Media LLC - Copying is Prohibited
April 2014 | www.privco.com
7
