Kirkland & Ellis LLP represents Burger King Worldwide Inc. (NYSE: BKW), which today announced a definitive agreement with Tim Hortons Inc. (TSX, NYSE: THI) under which the two companies will create a new global powerhouse in the quick service restaurant sector. Under the terms of the transaction, which has been unanimously approved by the board of directors of both companies, Tim Hortons shareholders will receive C$65.50 in cash and 0.8025 common shares of the new company per Tim Hortons share. Based on Burger King’s unaffected closing stock price as of August 22, 2014, this represents total value per Tim Hortons share of C$89.32 and based on Burger King’s closing stock price as of August 25, 2014, this represents total value per Tim Hortons share of C$94.05. As an alternative to the default mixed transaction consideration described above, each Tim Hortons shareholder will have the ability to elect to instead receive, for each Tim Hortons share held, either (i) C$88.50 in cash; or (ii) 3.0879 common shares of the new company, in each case subject to pro ration.
The Kirkland team was led by corporate partners Stephen Fraidin, William Sorabella and David Feirstein, tax partners Dean Shulman and Mike Carew, debt finance partner Jay Ptashek and capital markets partners Joshua Korff and Michael Kim. Also assisting were corporate associates Laura Sullivan, Andrew Glickman, Dylan Hanson, Elizabeth Freechack and Jessica Subler.