Burger King’s return to the New York Stock Exchange could come as soon as Wednesday. But at least for now there won’t be much opportunity for investors to own a bite of the Whopper.
Instead of a typical initial public offering, Burger King will become a public company once again as part of merger agreement announced in April with Justice Holdings Limited, then a publicly-traded London investment firm. Burger King effectively merges into the Justice corporate shell, which ceased trading on the London Stock Exchange and created a new Delaware-based holding company. That entity will begin trading on the New York Stock Exchange under the name Burger King Worldwide with a listing under the symbol BKW.
The deal gives Burger King’s current owners, 3G Capital, more than $1.41 billion in cash in exchange for the 29 percent share of the Miami fast-food chain that will go to the owners of Justice Holdings. Last week, the cash payout was increased by $891,276 based on stock options exercised by 3G Capital holders, according to filings this week with the Securities and Exchange Commission. The owners of 3G Capital retain 71 percent of the new company and no changes are planned for Burger King’s management team. But because of the various holding companies involved in the transaction, the arrangement is so confusing that the SEC filings include two sets of flow charts. While the transaction is part of a special purpose acquisition company allowed under SEC rules, it’s not a format that tends to be very inviting for typical investors.