Burger King Capital Holdings, LLC (“BK Capital”), the direct parent of Burger King Holdings, Inc., today announced the launch of an offering of senior discount notes due 2019. The notes will be co-issued by Burger Capital Finance, Inc., another direct subsidiary of BK Capital (“BK Finance” and, together with BK Capital, the “Issuers”).
The Issuers expect that the net proceeds of the offering will be, after deducting applicable discounts, commissions and estimated expenses, approximately $390.9 million. The notes are expected to accrete until 2016. Thereafter, cash interest on the notes will accrue. Commencing in 2016, the Issuers will be required to redeem that portion of each note outstanding necessary to ensure that the notes will not be “applicable high yield discount obligations”. If a suitable strategic investment opportunity arises in the near term, the Issuers intend to use all or a portion of the net proceeds from this offering to pursue such opportunity. If no such strategic investment opportunity arises, the Issuers intend to use the net proceeds from this offering to make a return of capital distribution through their direct and indirect parent entities to their indirect equity holder, 3G Special Situations Fund II, L.P., before the end of 2011.
The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice does not constitute an offer to sell the notes, nor a solicitation of an offer to purchase the notes.
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 12,250 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.