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Wendy’s Set to Unset Burger King as No. 2 Chain

Burger King, the perennial No. 2 in the burger wars, is about to be beaten out by a pigtailed girl.

Wendy’s Co. is poised to pass Burger King Holdings Inc. in U.S. sales, trailing only industry behemoth McDonald’s Corp., in the first reordering of the industry-leading trio since Wendy’s was founded in 1969.

Americans are expected to spend more than $175 billion at fast-food restaurants this year, up about 3% from 2010. Wendy’s U.S. same-store sales are forecast to rise 1.1%, while Burger King’s U.S. and Canada same-store sales will drop 3.9%, according to market-research firm Technomic Inc.

That means sales at Wendy’s U.S. restaurants—both franchised and company-owned—are on track to be $8.42 billion or $53 million higher than Burger King’s this year, according to an analysis conducted for The Wall Street Journal by Technomic. That’s in line with expectations from some other analysts. The outcome will become clear when the two companies report fourth-quarter results early next year.

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"This Is It" Barbeque and Seafood Wins National Award for "Best BBQ" in AmericaAtlanta, Georgia  (RestaurantNews.com) This Is It! BBQ and Seafood beat three nationally known restaurants to win this year’s Hoodie Award in the Home Depot sponsored “Best Barbeque” category. Mr. Shelley “Butch” Anthony proudly accepted the award on behalf of his staff and company, Jesus and Butch, Inc. recently at the awards ceremony at the Mandalay Bay Hotel in Las Vegas. The awards show is sponsored by Ford and is produced by top radio and television personality Steve Harvey.

This Is It! BBQ and Seafood beat out three other finalists from other parts of the country including Chicago, Richmond, VA and Southfield, MI. “We are blessed and highly favored to receive this prestigious award,” said Mr. Anthony. “Now everyone knows who has the best Barbeque in America!”

Headquartered in Fayetteville, GA, This Is It! BBQ and Seafood has eight restaurant locations around the metro Atlanta area including College Park, Decatur, East Point, Fayetteville, Lithonia, and Smyrna. This Is It! BBQ & Seafood is the best place in town where you can find Soul Food cooked with love and history. The business has grown steadily by serving delicious home-style recipes such as barbeque chicken, barbeque ribs, fresh fish and incredible sides such as macaroni and cheese, collard greens and sweet potato soufflé all complimented with desserts like banana pudding and peach cobbler.

To celebrate this latest honor, This Is It! will sponsor a Customer Appreciation Day on Friday, October 7th 2011 at all locations to thank all the customers, employees and supporters who voted for the restaurant in the recent competition. Lots of special promotions, events and free giveaways will happen at all the locations around town during this celebration.

So what makes “This Is It!” the standard for down south home-cooked meals? “This Is It!” serves a wonderful meal for casual and business dining, all while giving our Lord and Savior JESUS Christ the credit. “This Is It!” also has banquet rooms and catering services. The company remains committed to the community and gives back through scholarships and so much more. The detailed history of This Is It! BBQ and Seafood can be found at http://www.thisisitbbq.com/wall.html.

This Is It! has been featured on CNN, The New York Times and The Atlanta Journal Constitution. For more information, please visit http://www.thisisitbbq.com.

Shelley and his staff are available for interviews and demonstrations. For more information, contact Mignon Johnson at 678-817-7757.

Burger King Holdings, Inc. Reports First Quarter ResultsBurger King Holdings, Inc. today reported 2011 first quarter Adjusted EBITDA of $121.1 million compared to $106.2 million in the same quarter of 2010, a 14% improvement driven by reductions in general and administrative expenses following a global restructuring and the implementation of a zero-based budgeting program. The company increased global restaurant count by 50 net new restaurants in the first quarter. As previously disclosed, system-wide comparable sales growth was negative 2.8%, with the U.S. and Canada down 6.0%, EMEA/APAC up 1.7% and Latin America up 4.0%.

The company had a net loss of $6.8 million for the quarter compared to net income of $41.0 million for the same period in the prior year, primarily due to a significant increase in interest expense as a result of debt incurred in connection with the sale of the company to an affiliate of 3G Capital in October 2010; $13.0 million of costs from the sale of the company and global restructuring; a $19.6 million loss on early extinguishment of debt associated with the refinancing of its senior secured debt and negative comparable sales growth. Earlier in the quarter, the company successfully refinanced its senior secured debt to reduce annual cash interest payments by approximately $32 million. Adjusted net income was $19.9 million for the quarter compared to $38.1 million in the same period last year.

The company reported revenues of $552.0 million for the first quarter of 2011, down 8% from the same quarter last year, due to refranchising activity over the past 12 months and negative comparable sales growth. Company restaurant margins declined by 240 bps, as the benefits from a shift in product mix away from lower-margin value menu items, selective price increases and improved labor margins were more than offset by increased commodity costs, increased depreciation and amortization resulting from acquisition accounting and the deleveraging effect of negative comparable sales growth on our fixed costs.

“Continued disciplined expense management allowed us to improve our Adjusted EBITDA and Adjusted EBITDA margin at the fastest pace in 10 quarters, despite negative comparable sales growth in North America and commodity price pressures,” said Daniel Schwartz, chief financial officer. “Our comparable sales growth performance and improvements to our company restaurant margins remain our top priority, particularly in North America, where we are focused on executing on the four priorities of our plan, which include operations, marketing, menu and image.”

As part of its strategy to improve restaurant margins and menu options, the company added new value to its menu with the $1, $2, $3 BK Stacker line and continued its menu innovation with the popular Jalapeño & Cheddar BK Stuffed Steakhouse burger during the first quarter. Additionally, the company launched all new Chicken Tenders at the end of March, supported by a marketing message targeting a broader audience, and also plans to launch a soft serve ice cream offering throughout the Burger King system in the U.S. by this summer, further enhancing menu options.

Shortly after the end of the first quarter, the company announced two significant initiatives: a new reduced cost 20/20 image restaurant remodel program offering financial incentives to franchisees and a third party financing facility available to U.S. franchisees participating in the remodel program to be arranged by Rabobank.

Internationally, the company’s growth strategy remains centered on continuing to grow same store sales and net restaurants. During the first quarter, 52 net new Burger King restaurants were opened in international markets. Comparable sales growth also improved in EMEA/APAC and in Latin America in the first quarter compared to the same quarter last year.

Looking ahead, the company believes its improved operating cost structure and delivering on its four priorities for North America: operations, marketing, menu and image, will position it to improve the financial performance of the company and its franchisees.

Founded in 1954, Burger King is the second largest fast food hamburger chain in the world. The original Home of the Whopper, the Burger King system operates more than 12,300 locations serving over 11 million guests daily in 76 countries and territories worldwide. Approximately 90 percent of Burger King restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In October 2010, Burger King Corp. was purchased by 3G Capital, a multi-billion dollar, global investment firm focused on long-term value creation, with a particular emphasis on maximizing the potential of brands and businesses.

Burger King Corporation Extends Exchange Offer for 9 7/8% Senior Notes Due 2018Burger King Corporation (BKC), a subsidiary of Burger King Holdings, Inc., today announced that it will extend until February 2, 2011, at 12:00 midnight, New York City time, unless further extended, its offer to exchange up to $800 million aggregate principal amount of its 9 7/8% Senior Notes due 2018 for an equal aggregate amount of its registered 9 7/8% Senior Notes due 2018.

Prior to this extension, the exchange offer was scheduled to expire at 12:00 midnight, New York City time, on January 26, 2011. As of 12:00 midnight, New York City time, on January 26, 2011, $785,153,000 million in aggregate principal amount of BKC’s 9 7/8% Senior Notes due 2018 had been tendered in the exchange offer. This amount represents approximately 98% of the outstanding 9?% Senior Notes due 2018.

The terms and conditions of the exchange offer are set forth in BKC’s prospectus dated December 27, 2010. Wilmington Trust FSB has been appointed as exchange agent for the exchange offer. Requests for assistance or documents should be directed to Wilmington Trust FSB at (302) 636-6181.

Burger King Holdings, Inc. (the “Company”) today announced changes to its senior management team.

Effective immediately, the following executives have been appointed to their respective new roles:

  • Jonathan Fitzpatrick, Executive Vice President, Global Operations. Mr. Fitzpatrick was previously the Company’s Senior Vice President of Operations, Europe, Middle East and Africa. He will be based in Miami.
  • Heitor Goncalves, Executive Vice President, Chief Information and Performance Officer. Mr. Goncalves worked previously for Ambev and InBev, where he served in multiple strategic roles, including corporate development and logistics. He will be based in Miami.
  • Greg Ryan, Executive Vice President, President of Latin America and the Caribbean. Mr. Ryan brings extensive fast food experience that includes being a McDonald’s franchise owner in Brazil. He will be based in Miami.
  • Daniel Schwartz, Executive Vice President, Deputy Chief Financial Officer. Mr. Schwartz was most recently a partner at 3G Capital and will partner closely with Ben Wells, the Company’s Executive Vice President and Chief Financial Officer. He will be based in Miami.
  • Jose Tomas, Executive Vice President, Chief Human Resources and Communications Officer. Mr. Tomas was previously the Company’s Vice President of Human Resources. He will remain based in Miami.
  • Steve Wiborg, Executive Vice President, President of North America. Mr. Wiborg joins the Company from Heartland Food Corporation, one of the Burger King system’s largest franchise operators, where he served as President and Chief Executive Officer. He will be based in Miami.

The following executives will continue to serve on the senior management team:

  • Anne Chwat, Executive Vice President, General Counsel and Corporate Secretary, a position she has held since September 2004. Ms. Chwat will also continue to serve as President of the Have It Your Way Foundation, the Burger King system’s philanthropic arm. Ms. Chwat will remain based in Miami.
  • Natalia Franco, Executive Vice President, Global Chief Marketing Officer, a role she has held since April 2010. Prior to joining the Company, Ms. Franco served as Vice President, Global Marketing and Innovation for The Coca-Cola Company, where she was responsible for all cross-functional marketing efforts for the McDonald’s Division. Ms. Franco will remain based in Miami.
  • Peter Tan, Executive Vice President, President of Asia Pacific, a position he has held since November 2005. Prior to joining the Company, Mr. Tan served as Corporate Senior Vice President and President of Greater China for McDonald’s Corporation. Mr. Tan will remain based in Singapore.
  • Ben Wells, Executive Vice President, Chief Financial Officer, a role he has held since April 2006. From May 2005 to April 2006, Mr. Wells served as the Company’s Senior Vice President, Treasurer. Mr. Wells will remain based in Miami.

Burger King Holdings, Inc. Announces Senior Management ChangesThe company is near finalizing a selection for the Executive Vice President, President of Europe, Middle East and Africa.

As previously announced, Bernardo Hees has been named Chief Executive Officer of the Company, and Alex Behring, Managing Partner of 3G Capital, has been named Co-Chairman of the Board of the Company, alongside John Chidsey, formerly Chairman and Chief Executive Officer.

“I’m pleased to announce the senior management team that will lead Burger King Holdings, Inc. as we take the next steps to strengthen and enhance the Burger King brand,” said Bernardo Hees, Chief Executive Officer of the Company. “These executives bring a wealth of experience to their positions and I’m confident that the Burger King brand and our business will thrive under their leadership. I look forward to working with them to capitalize on the many global opportunities that lie ahead.”

As a result of these appointments, the Company also announced the departure of Gladys DeClouet-Mims, Senior Vice President, U.S. and Canada Company Operations; Chuck Fallon, Executive Vice President, President North America; Kevin Higgins, Executive Vice President, President Europe Middle East and Africa; Julio Ramirez, Executive Vice President Global Operations; Peter Smith, Executive Vice President, Chief Human Resources Officer; Raj Rawal, Senior Vice President, Chief Information Officer; and Amy Wagner, Senior Vice President, Investor Relations and Global Communications.

“I would like to express my gratitude to Gladys, Chuck, Kevin, Julio, Peter, Raj and Amy for their commitment and many contributions to the Company,” commented Hees. “Each has played an important role to improve the overall positioning of the Company and we sincerely thank them for their years of service.”

3G Capital Completes Acquisition of Burger King Holdings, Inc.Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced the completion of the previously announced transaction for an affiliate of 3G Capital to acquire the Company for $24.00 per share in cash, or approximately $4.0 billion in the aggregate, including the assumption of outstanding debt.

As previously announced, Bernardo Hees will become Chief Executive Officer of the Company, and Alexandre Behring, Managing Partner of 3G Capital, will assume the position of Co-Chairman of the Board of the Company effective immediately, alongside John Chidsey, the Company’s Chairman and Chief Executive Officer prior to the completion of the transaction.

“We are thrilled to complete this transaction and eager to continue building the BURGER KING® brand and enhance the guest experience in our restaurants all over the world,” said Mr. Hees. “We see many exciting opportunities for this business, including developing new product offerings and expanding the brand internationally. We believe the early success of the new BK® Breakfast menu demonstrates the efforts and strength of our franchise network in the U.S. We also are looking forward to collaborating closely with our international franchisees in pursuit of growth in areas such as Asia and Latin America. Together with the talented pool of colleagues at the Company and our franchisees, I am excited to work toward reaching the full potential of the iconic and world-renowned BURGER KING® brand.”

On September 2, 2010, the Company and 3G Capital announced that the Company and certain entities controlled by 3G Special Situations Fund II, L.P. had signed a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, Blue Acquisition Sub, Inc., an entity controlled by 3G Special Situations Fund II, L.P., commenced a tender offer on September 16, 2010 to acquire all outstanding shares of the Company at a price of $24.00 per share, net to the seller in cash. On October 15, 2010, 3G Capital announced the successful completion of the tender offer for all outstanding shares of common stock of the Company and that Blue Acquisition Sub, Inc. had accepted for payment all shares validly tendered and not withdrawn as of the expiration of the tender offer, which shares represented over 93% of the outstanding shares. Pursuant to the terms of the merger agreement, Blue Acquisition Sub, Inc. merged with and into the Company today and now the Company is the surviving corporation and a wholly-owned subsidiary of Blue Acquisition Holding Corporation, an entity controlled by 3G Special Situations Funds II, L.P. All outstanding shares of common stock of the Company, other than shares held by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. or the Company or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, were canceled and converted into the right to receive cash equal to the $24.00 offer price per share.

As a result of the completion of the merger, the common stock of the Company will no longer be listed for trading on the New York Stock Exchange, which is expected to take effect by October 20, 2010.

Lazard, J.P. Morgan Securities LLC and Barclays Capital acted as financial advisors to 3G Capital. Kirkland & Ellis LLP acted as legal advisor to 3G Capital.

Morgan Stanley and Goldman, Sachs & Co. acted as the Company’s financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP and Holland & Knight LLP acted as the Company’s legal advisors.

3G Capital announced today that Blue Acquisition Sub, Inc., an entity controlled by 3G Special Situations Fund II, L.P., has accepted for payment all shares of common stock of Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) that were validly tendered into its tender offer to acquire all outstanding shares of common stock of the Company at a purchase price of $24.00 per share, net to the seller in cash without interest, as of the expiration of the tender offer.  The tender offer expired at midnight, New York City time, on Thursday, October 14, 2010.

The depositary for the tender offer advised that, as of the expiration time, 128,192,385 shares of common stock of the Company had been validly tendered and not withdrawn in the tender offer, including 7,047,235 shares that had been tendered pursuant to notices of guaranteed delivery, which shares in the aggregate represent approximately 93.8% of the outstanding shares of the Company.  All of such shares have been accepted for payment in accordance with the terms of the tender offer, including the shares that were tendered pursuant notices of guaranteed delivery.

On September 2, 2010, the Company and 3G Capital announced that the Company and certain entities controlled by 3G Special Situations Fund II, L.P. had signed a definitive merger agreement pursuant to which the tender offer would be made.  Pursuant to the merger agreement, Blue Acquisition Sub, Inc. intends to effect a “short-form” merger under applicable Delaware law following payment for the tendered shares, which is expected to be completed promptly, and satisfaction of certain other conditions.  In the merger, Blue Acquisition Sub, Inc. will be merged with and into the Company, and the Company will be the surviving corporation and a wholly-owned subsidiary of Blue Acquisition Holding Corporation, an entity controlled by 3G Special Situations Fund II, L.P.  Upon completion of the merger, all outstanding shares of common stock of the Company, other than shares held by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. or the Company or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $24.00 offer price per share.  If necessary in order to accomplish the merger as a “short form” merger, Blue Acquisition Sub, Inc. intends to purchase additional shares of common stock of the Company directly from the Company at the same price paid in the tender offer pursuant to its “top-up” right provided for in the merger agreement, which purchase will close prior to the completion of the merger.

3G Capital expects to complete the acquisition of Burger King Holdings, Inc. promptly, on which date the common stock of the Company will cease to be traded on the New York Stock Exchange.

Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) today announced the expiration of the “go-shop” period pursuant to the terms of the previously announced merger agreement, dated as of September 2, 2010, which contemplates the acquisition of the Company by an affiliate of 3G Capital.

During the “go-shop” process the Company had the right to solicit superior proposals from third parties for a period of 40 calendar days continuing through October 12, 2010. The Company noted that it did not receive any alternative acquisition proposals during the “go-shop” period.

The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Thursday, October 14, 2010, unless extended or earlier terminated. The Company continues to recommend that stockholders tender their shares pursuant to the tender offer commenced by an affiliate of 3G Capital.

Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the previously announced acquisition of all outstanding shares of common stock of the Company by affiliates of 3G Capital. Accordingly, the condition with respect to the expiration of the applicable waiting periods under the HSR Act has been satisfied.

As previously disclosed, an entity controlled by 3G Capital, Blue Acquisition Sub, Inc., commenced a tender offer on September 16, 2010 for all of the outstanding shares of common stock of the Company at a price of $24.00 per share in cash, net to the seller in cash without interest. The tender offer is being made pursuant to an Offer to Purchase and a related letter of transmittal, each dated September 16, 2010, and a merger agreement entered into on September 2, 2010 between the Company and certain entities controlled by 3G Capital. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Company will merge with Blue Acquisition Sub, Inc. and all outstanding shares of the Company’s common stock, other than shares held by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. or the Company or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $24.00 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Thursday, October 14, 2010, unless extended or earlier terminated. The completion of the tender offer remains subject to certain conditions as described in the tender offer statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2010.

Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced that an entity controlled by 3G Capital, Blue Acquisition Sub, Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock of Burger King Holdings, Inc. at a price of $24.00 per share, net to the seller in cash without interest. Blue Acquisition Sub, Inc. and its parent company, Blue Acquisition Holding Corporation, are controlled by 3G Special Situations Fund II, L.P.

On September 2, 2010, the Company and 3G Capital announced that the Company and certain entities controlled by 3G Capital had signed a definitive merger agreement pursuant to which the tender offer would be made. The Company’s board of directors has unanimously approved the terms of the merger agreement, including the tender offer.

Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Company will merge with Blue Acquisition Sub, Inc. and all outstanding shares of the Company’s common stock, other than shares held by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. or the Company or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive cash equal to the $24.00 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

Blue Acquisition Holding Corporation and Blue Acquisition Sub, Inc. are filing with the Securities and Exchange Commission (SEC) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company’s board of directors that the Company’s stockholders tender their shares into the tender offer.

The completion of the tender offer is subject to conditions, including, among others, that there be validly tendered, and not withdrawn, that number of shares that, together with any shares then owned by Blue Acquisition Holding Corporation and its subsidiaries, equals at least 79.1% of the outstanding shares of Burger King Holdings, Inc., the receipt of required approvals and the receipt of proceeds under executed bank commitment letters.

The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Thursday, October 14, 2010, unless extended or earlier terminated.

About Burger King Holdings, Inc.

The BURGER KING(R) system operates more than 12,150 restaurants in all 50 states and in 76 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING(R) restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2010, Fortune magazine ranked Burger King Corp. (BKC) among America’s 1,000 largest corporations and Standard & Poor’s included shares of Burger King Holdings, Inc. in the S&P MidCap 400 index. BKC was recently recognized by Interbrand on its top 100 “Best Global Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company’s website at http://www.bk.com.

About 3G Capital

3G Capital is a multi-billion dollar, global investment firm focused on long-term value creation, with a particular emphasis on maximizing the potential of brands and businesses. The firm and its partners have a strong history of generating value through operational excellence, board involvement, deep sector expertise and an extensive global network. 3G Capital works in close partnership with management teams at its portfolio companies and places a strong emphasis on recruiting, developing and retaining top-tier talent. Affiliates of the firm and its partners have controlling or partial ownership stakes in global companies such as Anheuser-Busch InBev, Lojas Americanas, the largest non-food and online retailer in Latin America, and America Latina Logistica (ALL), the largest railroad and logistics company in Latin America. 3G Capital’s main office is in New York City. For more information on 3G Capital and the transaction, please go to http://www.3g-capital.com.

Forward Looking Statements

This press release may contain “forward-looking statements”. These forward-looking statements involve significant risks and uncertainties and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding the consummation of the tender offer and merger and the intent of any parties about future actions. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including uncertainties as to how many of the Company stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived and risks and uncertainties relating to these matters that are discussed in documents filed with the SEC by Burger King Holdings, Inc. as well as the tender offer documents to be filed by an affiliate of 3G Capital and the solicitation/recommendation statement to be filed by the Company. Investors and security holders may obtain free copies of the documents filed with the SEC by the Company by contacting 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com. Neither 3G Capital nor the Company undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company’s common stock is being made pursuant to an offer to purchase and related materials that an affiliate of 3G Capital will file with the SEC. An affiliate of 3G Capital will file a tender offer statement on Schedule TO with the SEC in connection with the commencement of the offer, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all the Company’s stockholders when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. The Schedule TO, Schedule 14D-9 and related materials may be obtained for free from D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Toll-Free Telephone: (800) 714-3313. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com.

Additional Information about the Merger and Where to Find It

In connection with the potential transaction referred to in this press release, Burger King Holdings, Inc. may file a proxy statement with the SEC related to the approval of the merger agreement by the Company’s stockholders. Additionally, the Company will file other relevant materials with the SEC in connection with the proposed acquisition of the Company by an affiliate of 3G Capital pursuant to the terms of the merger agreement. The materials to be filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company’s Investor Relations at 5505 Blue Lagoon Drive, Miami, Florida 33126, telephone number 305-378-7696 or investor@whopper.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

Burger King Holdings, Inc. and its respective directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2009 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and the proxy statement and other relevant materials which may be filed with the SEC in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes available.

3G Capital today announced plans to appoint Bernardo Hees as Chief Executive Officer of Burger King Holdings, Inc. (NYSE: BKC) upon completion of its pending acquisition of Burger King.

Mr. Hees was most recently Chief Executive Officer of America Latina Logistica (ALL), Latin America’s largest railroad and logistics company, since January 2005 and served on its Board of Directors.  He had served as Chief Operating Officer since November 2003.  

Alex Behring, Managing Partner at 3G Capital said, “Bernardo is an experienced executive with an impressive track record of enhancing performance at ALL where he managed a team that drove strong gains in both revenues and profitability.  I know he will be an excellent steward of the BURGER KING® brand as we look to take the BURGER KING® experience to the next level for guests in the U.S. and worldwide.”

Mr. Hees said, “Burger King is a preeminent company with a truly unique global brand and a strong product offering going back decades, such as the world-renowned Whopper® sandwich.  I’m thrilled at the opportunity to lead the company, working alongside John, Alex and the broad pool of talent already at the company.  I look forward to joining the team and working in close partnership with the company’s senior management, employees and franchisee network to strengthen the business, including expanding internationally as well as introducing new menu items.”

As previously announced, Burger King’s current Chairman and Chief Executive Officer, John Chidsey, will remain in his current capacity until the close of the transaction, at which time he will assume a newly created position of Co-Chairman of the Board.  Upon closing of the transaction, Alex Behring, Managing Partner of 3G Capital, will be appointed Co-Chairman of the Board, alongside Mr. Chidsey.  The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close in the fourth quarter of this calendar year.

On September 2, 2010, 3G Capital and Burger King announced a definitive merger agreement under which affiliates of 3G Capital would acquire all of the stock of Burger King for $24.00 per share, or $4.0 billion in the aggregate, including the assumption of Burger King’s outstanding debt.

Bernardo Hees joined 3G Capital as a Partner in July 2010.  Previously, he was Chief Executive Officer of America Latina Logistica (ALL), Latin America’s largest railroad and logistics company, since January 2005 and served on its Board of Directors.  He had served as Chief Operating Officer at the company since November 2003.  

Mr. Hees joined ALL in 1998 as a Logistics Analyst, subsequently holding various positions including Operational Planning Manager, Chief Financial Officer and Commercial Officer, and in 2004, held the position of Director-Superintendent.

He holds an MBA from the University of Warwick in England and an OPM from Harvard Business School.

RestaurantNews.com Restaurant Week in Review

Burger King Holdings, Inc. announced it would be selling its Company stock to 3G Capital.  3G will assume control of the company and all outstanding debt.  3G will also pay shareholders $24 per share, for a total of $4-billion.

Logan’s Roadhouse announced that it would be acquired by affiliates of Kelso & Company.  Logan’s officials said they were pleased that Kelso would back them financially through their next stage of growth.  Financial terms of the agreement were not disclosed.

Church’s Chicken completed the hiring of John F. Bowie to serve as President of US operations as the company looks to expand its presence in the US market.  Bowie had previously served as Vice President for Friendly’s Ice Cream Corporation since 2007.  He was with Wendy’s International for the 13 years preceding his move to Friendly’s.

Waffle House announced the winner of their songwriter’s competition.  The song will be featured on the restaurant’s jukebox across the nation.  Additionally, the opening of the Waffle House Museum was announced for September 11, coinciding with the end of Waffle Week.  This year’s new flavor of waffle will be Apple Cinnamon Oat, and will be available for a limit time only.

Smashburger announced that it would expand its operations to South Korea in 2011.  The successful American burger chain said the move is part of a comprehensive and aggressive international strategy.

Zagat’s National Restaurant Chain Survey for 2010 has been completed, and Outback Steakhouse was voted to have the best steak among chain restaurants.  Over 6,300 people who ate at dining establishments an average of 10.7 times per month voted in the annual poll.

Genghis Grill, a Mongolian BBQ restaurant specializing in an interactive serving style, announced the opening of its 50th U.S. location.  The opening of the restaurant marked the fourth Houston location for the franchise.   Genghis plans to open 10 more stores before the end of the year.  The chain can currently be found in 14 different states.

Dunkin Donuts will offer the “Monkey See, Monkey Donut” at participating locations this week and run through September 12.  The banana foster-filled donut features chocolate icing, and is topped with chopped Reese’s Peanut Butter chips.  The donut was the winner of the recently completed “create your own donut” competition.

Baskin-Robbins opened their first location in New Orleans since all of the city’s stores were closed due to the 2005 Hurricane Katrina.  The store, located just north of the Ninth Ward, was rebuilt at its former location and opened 5 years to the day after the previous location had closed.

You can now get Seattle’s Best Coffee at 30,000 locations across the U.S.  The division of Starbucks has increased their U.S. presence with an aggressive plan since March.  Since March, the company has increased the number of places a cup of Seattle’s Best Coffee can be found by tenfold.

Pizza giant Papa John’s is set to kick off the start of the NFL season as the official pizza sponsor of the NFL.  The company will team with the NFL, NBC, and ESPN to create new promotional features starring “Papa” John Schattner and NFL team owners.  The beginning of the football season will also mark the start of a number of specials the pizza chain will offer to customers, beginning with a large 3-topping pizza for $10.

Can the Brazilians Rescue Burger King?

“I’ve been to this movie a few times.” Such was the response of one prominent Burger King franchisee, when asked his reaction to the $4 billion leveraged buyout that will take the country’s no. 2 hamburger chain private for the second time in the past decade.

In 2002, investment firms TPG Capital, Bain Capital, and Goldman Sachs Capital Partners bought Burger King from Diageo, the U.K.-based spirits maker, for $1.5 billion. The company tapped the public markets in 2006, but now 3G Capital Management, a New York investment firm backed by prominent Brazilian businessmen, has agreed to acquire the chain for $24 a share, a 46% premium on Burger King’s August 31 closing price.

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Burger King’s agreement to be acquired by private investment firm 3G Capital in a $4 billion deal could help the chain gain ground in the burger wars.

The new owners have pledged to keep the fast-food chain in Miami, which it has called home through five sets of owners since Burger King’s founding in 1954. But it is too soon to tell if 3G Capital will stick with Burger King’s current strategies or go with a Whopper-sized remake.

The deal comes as the world’s second-largest hamburger chain has suffered amid an economic downturn that has seen its core young male consumers hit harder than most by rising unemployment. By comparison, McDonald’s appeals to a wider variety of consumers, attracting more moms and kids.

The contrast shows in the companies’ financial reports.

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Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that they have entered into a definitive agreement under which affiliates of 3G Capital will acquire the stock of the Company for $24.00 per share, or $4.0 billion, including the assumption of the Company’s outstanding debt.

Under the terms of the agreement, which has been unanimously approved by the Company’s Board of Directors, stockholders will receive $24.00 in cash per share for all outstanding shares of the Company’s common stock, representing a 46% premium to the Company’s unaffected share price before recent market rumors. 3G Capital has obtained committed financing to purchase all outstanding shares and refinance existing indebtedness. The transaction is expected to close in the fourth quarter of this calendar year.

“The BURGER KING® brand is one of the most recognizable and respected brand names in the world, and we are pleased that 3G Capital recognizes the value we have created in revitalizing the brand and enhancing operations over the past seven years,” said the Company’s Chairman and Chief Executive Officer John W. Chidsey. “We look forward to partnering with 3G Capital, whose proven track record as an investor, together with its financial and consumer brands experience, will serve to further strengthen the Company, our restaurants and franchisees worldwide. We are committed to maintaining the superior guest experience the BURGER KING® system is known for around the world as we transition ownership.”

Alex Behring, Managing Partner of 3G Capital, said, “We have great respect for the BURGER KING® brand and the strong business that management, the employees and the franchisees have built. The iconic BURGER KING® brand, its solid franchisee network and great product offerings make this a perfect fit for 3G Capital, which has a strong track record of long-term investments in global consumer brands and retail companies. We are excited to work together with the Company’s employees and franchisees to continue to invest in the brand for the benefit of all its guests, employees and franchisees.”

In conjunction with the transaction, the Company’s Chairman and Chief Executive Officer, John Chidsey, will remain through the transition period in his current capacity and subsequently assume a newly created position of Co-Chairman of the Board. Upon closing of the transaction, Alex Behring, Managing Partner of 3G Capital, will be appointed Co-Chairman of the Board of the Company, alongside Mr. Chidsey.

Under the terms of the agreement, it is anticipated that 3G Capital will commence a tender offer for all of the outstanding shares of the Company no later than September 17, 2010.

Affiliates of TPG Capital LP, Goldman Sachs Capital Partners and Bain Capital Investors, which own approximately 31 percent of the Company’s outstanding shares in the aggregate, have entered into agreements pursuant to which they will tender their shares into the offer.

3G Capital has received debt commitment letters from JPMorgan Chase Bank, N.A. and Barclays Capital to provide the debt financing necessary to close the transaction. Under the terms of the agreement, the transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 79.1 percent of the Company’s common shares, the receipt of the Federal Trade Commission’s approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the receipt of funding under the financing agreements and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.

Under the terms of the agreement, the Company may solicit superior proposals from third parties for a period of 40 calendar days continuing through October 12, 2010. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Lazard Ltd., J.P. Morgan Securities LLC and Barclays Capital are acting as financial advisors to 3G Capital. Kirkland & Ellis LLP is acting as legal advisor to 3G Capital. Morgan Stanley and Goldman, Sachs & Co. are acting as the Company’s financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP and Holland & Knight LLP are acting as the Company’s legal advisors.

Burger King in sale talks: source

Burger King Holdings Inc., the second biggest U.S. hamburger chain, is in talks to sell itself to investment firm 3G Capital, a source briefed on the situation said on Wednesday.

Shares in the company rose nearly 15 percent on Wednesday following reports overnight that it was in talks on a sale. Burger King’s shares closed up $2.41 to $18.86.

The second-biggest U.S. hamburger chain has underperformed McDonald’s Corp (MCD.N) and other fast-food chains. As of Tuesday’s market close, shares in Burger King had posted a year-to-date loss of nearly 13 percent, while McDonald’s shares gained 17 percent in the same period.

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Burger King Holdings, Inc. (NYSE:BKC) today reported results for the third quarter of fiscal 2010. Key highlights of the company’s third quarter results include:

  • Worldwide comparable sales were negative 3.7 percent compared to positive 1.0 percent in the same period last year;
  • U.S. and Canada comparable sales were negative 6.1 percent compared to positive 1.6 percent in the same quarter last year;
  • Worldwide company restaurant margins were 11.3 percent compared to 11.7 percent in the same quarter last year;
  • U.S. and Canada company restaurant margins improved 20 basis points to 12.9 percent compared to 12.7 percent in the same period last year;
  • Income before income taxes was up 6 percent at $67.0 million compared to $63.0 million in the same quarter last year; and
  • Diluted earnings per share were $0.30, compared to diluted earnings per share of $0.34 in the same quarter last year. During the quarter, diluted earnings per share included a $0.02 negative impact resulting from a higher effective tax rate. Last year’s diluted earnings per share included a $0.05 benefit resulting from a lower effective tax rate.

“While we continue to operate in a very challenging macroeconomic environment, we remain committed and focused on the success and growth of our brand by effectively managing our business for the long term,” said Chairman and Chief Executive Officer John Chidsey. “During the quarter, we added 37 net new restaurants, invested in our U.S. and Canada reimaging program, continued the deployment of new restaurant equipment, increased company restaurant margins in the U.S. and Canada, and developed innovative products that support both ends of our barbell menu strategy.

“Even though the quarter’s results were negatively impacted by severe U.S. weather conditions in January and February, I am encouraged by our overall performance in March including positive U.S. traffic and sequential quarterly improvement in average check. Average check in the U.S. was helped by the national launch of our premium Steakhouse XTTM burger line that continues to receive favorable consumer response,” Chidsey added.

Worldwide revenues for the third quarter of fiscal 2010 were down 1 percent at $596.9 million, compared to $599.9 million in the same quarter last year. Revenues were adversely impacted by negative worldwide comparable sales, partially offset by favorable currency translation of $19.5 million and strong net restaurant growth of 305 units during the past 12 months.

Third quarter worldwide comparable sales were negative 3.7 percent compared to positive 1.0 percent in the same period last year. The company posted positive comparable sales of 1.1 percent in its EMEA/APAC business segment compared to negative 0.6 percent in the same period last year. Strong performance in Spain, Australia, Korea and Turkey more than offset negative comparable sales in Germany and the U.K.

Third quarter comparable sales in the U.S. and Canada segment were negative 6.1 percent compared to positive 1.6 percent in the prior year period. Comparable sales in the segment were negative 2.0 percent in March, a 6.2 percentage point improvement over the reported January and February period comparable sales of negative 8.2 percent. As previously stated, the company believes, based on its analysis, inclement weather negatively impacted comparable sales in January and February by approximately 3.0 percentage points. Additionally, the segment realized positive traffic in March as the impact of weather became less significant.

During the quarter, U.S. marketing efforts focused on the company’s barbell menu strategy with a continued emphasis on value including the $1 ¼ lb. Double Cheeseburger promotion. On the indulgent end, the company completed the national roll-out of the Steakhouse XTTM burger line, which includes three builds, at the end of February. The casual-dining quality Steakhouse XTTM burger, which highlights the brand’s signature flame-broiled taste, is among the first of many product introductions coming off the company’s proprietary flexible broiler.

Marketing initiatives during the third quarter included a U.S. campaign with NASCAR® Sprint Cup Series driver Tony Stewart and the semi-annual winter mail coupon drop to 77 million households. Additionally, the U.S. and Canada featured Superfamily promotions such as Hoodwinked TooTM, The Spectacular SpidermanTM and Polly PocketTM, which were also leveraged across many international markets.

During the quarter, the EMEA/APAC business segment continued to implement the company’s barbell menu strategy with a combination of value and indulgent offerings. Promotions aimed at satisfying guests seeking value included the Stunner DealsTM program, King DealsTM and the Chili Cheese Burger LTO. These offerings were balanced with higher margin indulgent products including the Chicken TenderCrisp® sandwich, Whopper® sandwich promotions and various LTOs. Similarly, marketing efforts in the Latin America segment included promotions aimed at driving traffic and average check such as the Come Como ReyTM (Eat Like a King), BKTM Ofertas (King Deals) and Whopper® sandwich LTOs.

The company opened 37 net new restaurants in the third quarter of its 2010 fiscal year and completed the acquisition of 35 restaurants in Singapore in early March as previously announced. Trailing 12-month net restaurant count increased 305 over the prior 12-month period, representing a net restaurant growth rate of 2.6 percent. During this period, the company posted positive net restaurant growth across all business segments with 89 percent of the restaurants opened outside of the U.S. and Canada. For the 2010 full fiscal year, the company is on target to open 250 to 300 net new restaurants as previously guided.

During the quarter, the company posted worldwide company restaurant margins (CRM) of 11.3 percent, a 40 basis point decrease compared to the same period last year. The decrease was primarily driven by increased occupancy and other operating costs largely due to the deleveraging effect of negative comparable sales on fixed costs. However, worldwide CRM benefited from lower food, paper and product costs across all reporting segments. CRM in the U.S. and Canada segment increased 20 basis points compared to the same period last year aided by the meaningful comparable sales improvement in March and by decreased labor expenses primarily resulting from variable labor control enhancements in the U.S. Lower CRM in EMEA/APAC and Latin America segments as compared to the same period last year more than offset the improvement realized in the U.S. and Canada.

During the third quarter, the company realized $4.5 million of other income as compared to the prior year’s other income of $1.3 million. The increase in other income was primarily the result of gains realized on the sale of restaurant properties and cash flow hedging activities.

General and administrative (G&A) expenses increased by $3 million compared to the same period last year. Currency translation negatively impacted G&A by $3.1 million. Net of currency translation, G&A was unchanged compared to the same quarter last year.

Income before income taxes for the third quarter of fiscal 2010 was up 6 percent at $67.0 million, compared to $63.0 million in the same period last year. However, diluted earnings per share were down 12 percent at $0.30, including a $0.01 favorable impact due to currency translation, compared to diluted earnings per share of $0.34 in the same quarter last year. The decrease in diluted earnings per share was driven by an effective tax rate of 38.8% compared to an effective tax rate of 25.2% in the same period last year that included a $0.05 benefit from the resolution of tax audits. This quarter’s effective tax rate, which negatively impacted diluted earnings per share by $0.02, was primarily as a result of the current mix of income from multiple tax jurisdictions and currency fluctuations.

Looking ahead

The company’s fiscal 2010 fourth quarter marketing calendar includes promotional movie tie-ins with summer releases of expected blockbusters Iron Man 2 and The Twilight Saga: Eclipse. Superfamily promotions will include Marmaduke and SpongeBob SquarePantsTM. Featured products during the quarter will flex both ends of the company’s barbell menu strategy. Value offerings will include the BK® Breakfast Muffin and Buck Double. Indulgent products, aimed at driving higher check, will include the newly added BKTM Breakfast Bowl and products engineered to be cooked on the flexible broiler including fall-off-the-bone BKTM Fire-Grilled Ribs, scheduled to launch at the end of May.

“The U.S. economy is showing mixed signs of improvement with recent reports on improved retail spending and consumer confidence. However, high levels of unemployment and underemployment will remain our industry’s biggest headwind,” Chidsey said. “So we will continue to manage the brand for the future, well-positioning us as the economy continues to recover.

“In the near term, we are excited about our product line-up that includes a balance of value and premium products that take full advantage of our game-changing broiler. And we are looking forward to the launch of our enhanced breakfast platform this fall, led by this summer’s roll-out of Seattle’s Best Coffee®.

“We remain on-track in both our net new restaurant openings and on our restaurant reimaging initiative. We continue to find new ways to run even more efficient restaurants and control our overhead spending. Overall, I am pleased with our global momentum and confident in our ability to keep moving the brand forward,” Chidsey concluded.

Related Communication

Burger King Holdings Inc. (NYSE:BKC) will hold its third quarter earnings call for fiscal year 2010 on Thursday, April 29, at 10 a.m. EDT following the release of its third quarter results before the stock market opens on the same day. During the call, Chairman and Chief Executive Officer John Chidsey; Chief Financial Officer Ben Wells; Chief Marketing Officer, North America Mike Kappitt; and Senior Vice President of Investor Relations and Global Communications Amy Wagner will discuss the company’s third quarter results.

The earnings call will be webcast live via the company’s investor relations Web site at http://investor.bk.com and will be available for replay for 30 days.

About Burger King Holdings, Inc.

The BURGER KING® system operates more than 12,000 restaurants in all 50 states and in 74 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2008, Fortune magazine ranked Burger King Corp. (BKC) among America’s 1,000 largest corporations and in 2010, Standard & Poor’s included shares of Burger King Holdings, Inc. in the S&P MidCap 400 index. BKC was recently recognized by Interbrand on its top 100 “Best Global Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company’s Web site at www.bk.com.

Burger King Holdings, Inc. (NYSE:BKC) today announced that U.S. and Canada segment comparable sales were severely impacted during the months of January and February 2010 by adverse weather conditions in the Central and Eastern portions of the U.S., where over 75 percent of this segment’s company- and franchise-owned restaurants are located. The U.S. and Canada segment reported comparable system sales of negative 8.2 percent in the two-month period ended February 28, 2010, compared to positive 3.1 percent in the same period last year. Based on its analysis, the company believes inclement weather negatively impacted January and February U.S. and Canada company comparable sales by approximately 3.0 percentage points during the period. Therefore, the company expects third-quarter fiscal 2010 U.S. and Canada total revenues, company restaurant margin and income from operations to be lower than the prior year period.

Worldwide comparable sales for the two-month period ended February 28, 2010, were negative 5.4 percent, partially offset by positive results in the EMEA/APAC business segment, compared to worldwide comparable sales of positive 2.5 percent in the prior year period.

“As we mentioned during our second quarter earnings call, U.S. and Canada January sales were impacted by adverse weather conditions, which worsened in February, resulting in lower than anticipated sales,” said Chairman and Chief Executive Officer John W. Chidsey. “However, we have seen improvement in sales with positive traffic at our company-owned restaurants in the U.S. and Canada during the first week of March, compared to January and February, as the impact of weather has become less significant.”

A challenging consumer environment is expected to continue as unemployment levels are forecasted to remain high throughout 2010. As such, the company will continue to feature its robust value menu including the new Buck Double beginning in April while flexing the indulgent side of its barbell menu with offerings such as the Steakhouse XTTM burger.

“We are pleased with the consumer response to the new Steakhouse XTTM burger and are looking forward to the launch of bone-in ribs at the end of May,” Chidsey said. “The innovative products coming off our game-changing broiler are expected to satisfy our guests’ indulgent tastes at affordable prices while building higher check.”

Later this month, BKC will introduce its BK® Breakfast Muffin sandwich priced at no more than one dollar and BKTM Breakfast Bowl to enhance its breakfast offerings. These product introductions are in advance of a new U.S. comprehensive breakfast platform launching later in the year and includes Seattle’s Best Blend® coffee made from 100-percent arabica beans.

The company will provide additional information on its third quarter fiscal 2010 results and an outlook for the full fiscal year as part of its quarterly earnings release and Web cast tentatively scheduled on April 29, 2010.

ABOUT BURGER KING HOLDINGS, INC.

The BURGER KING® system operates more than 12,000 restaurants in all 50 states and in 73 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2008, Fortune magazine ranked Burger King Corp. (BKC) among America’s 1,000 largest corporations and in 2010, Standard & Poor’s included shares of Burger King Holdings, Inc. to the S&P MidCap 400 index. BKC was recently recognized by Interbrand on its top 100 “Best Global Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company’s Web site at www.bk.com.

Burger King Holdings Inc. (NYSE:BKC) announced today that its board of directors has declared a quarterly dividend of $0.0625 per share of common stock. The dividend is payable on March 30, 2010 to shareholders of record at the close of business on March 16, 2010.

The BURGER KING® system operates more than 12,000 restaurants in all 50 states and in 73 countries and U.S. territories worldwide. Approximately 90 percent of BURGER KING® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. In 2008, Fortune magazine ranked Burger King Corp. (BKC) among America’s 1,000 largest corporations and in 2010, Standard & Poor’s included shares of Burger King Holdings, Inc. in the S&P MidCap 400 index. BKC was recently recognized by Interbrand on its top 100 “Best Global Brands” list and Ad Week has named it one of the top three industry-changing advertisers within the last three decades. To learn more about Burger King Corp., please visit the company’s Web site at www.bk.com.

For five years, Burger King Holdings Inc. was on a roll, successfully courting its “super fans”—18- to 34-year-olds who account for half of all visits to Burger King restaurants.

Thanks to high unemployment and healthier eating habits, those super fans haven’t been so super lately. Burger King has felt the impact more acutely than its main rival, McDonald’s Corp., whose sales are growing.

As Burger King prepares to report earnings this week after two straight quarters of same-store sales declines, the question is whether the chain has relied too heavily on customers that may be permanently changing habits.

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Burger King Holdings Inc. has filed a volley of lawsuits this month saying at least seven franchisees breached their contracts by not upgrading their cash-register systems in time.

The lawsuits are further straining an already acrimonious relationship between Burger King and some of its franchisees, a factor analysts have cited as having the potential to hurt sales and restrain stock growth. Some franchisees facing the suits have been outspoken critics of Burger King’s recent controversial measures, like its current $1 double cheeseburger promotion, a fact not lost on the operators.

“This is about getting even because we did not roll over on the dollar double cheeseburger,” said one franchisee named in a suit who declined to be named for fear of further retaliation. “This is about showing who the big boss is.”

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