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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Burger King Holdings | NYSE:BKC | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.99 | 0.00 | 01:00:00 |
Transaction Valuation* | Amount of Filing Fee** | ||||
$3,308,631,968.45
|
$ | 235,905.46 | |||
* | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 136,465,856 shares of common stock, par value $0.01 per share, at $24.00 per share. The transaction value also includes the aggregate offer price for 3,234,722 shares issuable pursuant to outstanding options with an exercise price less than $24.00 per share, which is calculated by multiplying the number of shares underlying such outstanding options at each exercise price therefor by an amount equal to $24.00 minus such exercise price. | |
** | Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0000713. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
$235,905.46 | Filing Party: | Blue Acquisition Holding Corporation | |||
Form or Registration No.:
|
Schedule TO | Date Filed: | September 16, 2010 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). | |
o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
Items 1, 4 and 11. | Summary Term Sheet; Terms of the Transaction; and Additional Information. |
1
Item 12. | Exhibits. |
(a)(1)(K) | Press Release issued by 3G Capital on October 15, 2010. |
2
By: |
/s/ Daniel
Schwartz
|
Title: | Vice President and Secretary |
By: |
/s/ Daniel
Schwartz
|
Title: | Vice President and Secretary |
By: |
/s/ Daniel
Schwartz
|
Title: | Director |
Exhibit No.
|
Description
|
|||
(a)(1)(A) | Offer to Purchase, dated September 16, 2010.* | |||
(a)(1)(B) | Letter of Transmittal.* | |||
(a)(1)(C) | Notice of Guaranteed Delivery.* | |||
(a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |||
(a)(1)(F) | Joint Press Release issued by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. and Burger King Holdings, Inc. on September 2, 2010 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 2, 2010).* | |||
(a)(1)(G) | Press Release issued by 3G Capital on September 9, 2010 (incorporated by reference to Exhibit 99.1 to the Schedule TO filed by Blue Acquisition Holding Corporation and Blue Acquisition Sub, Inc. with the Securities and Exchange Commission on September 9, 2010).* | |||
(a)(1)(H) | Summary Advertisement as published in the New York Times on September 16, 2010.* | |||
(a)(1)(I) | Joint Press Release issued by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. and Burger King Holdings, Inc. on September 16, 2010.* | |||
(a)(1)(J) | Joint Press Release issued by Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. and Burger King Holdings, Inc. on September 29, 2010.* | |||
(a)(1)(K) | Press Release issued by 3G Capital on October 15, 2010. | |||
(b) | None. | |||
(d)(1) | Agreement and Plan of Merger, dated as of September 2, 2010, by and among Blue Acquisition Holding Corporation, Blue Acquisition Sub, Inc. and Burger King Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 3, 2010).* | |||
(d)(2) | Non-Disclosure and Standstill Agreement, dated as of April 26, 2010, between 3G Capital Partners Ltd. and Burger King Holdings, Inc. (incorporated by reference to Exhibit (e)(4) of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 16, 2010).* | |||
(d)(3) | Limited Guaranty, dated as of September 2, 2010, delivered by 3G Special Situations Fund II, L.P. in favor of Burger King Holdings, Inc.* | |||
(d)(4) | Equity Commitment Letter, dated as of September 2, 2010, from 3G Special Situations Fund II, L.P. to Blue Acquisition Holding Corporation.* | |||
(d)(5) | Debt Commitment Letter, dated as of September 2, 2010, from JPMorgan Chase Bank, N.A., JPMorgan Securities LLC and Barclays Bank PLC to Blue Acquisition Sub, Inc.* | |||
(d)(6) | Stockholder Tender Agreement, dated as of September 2, 2010, by and between Burger King Holdings, Inc. and certain private equity funds controlled by Bain Capital Partners (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 3, 2010).* | |||
(d)(7) | Stockholder Tender Agreement, dated as of September 2, 2010, by and between Burger King Holdings, Inc. and certain private equity funds controlled by the Goldman Sachs Funds (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 3, 2010).* | |||
(d)(8) | Stockholder Tender Agreement, dated as of September 2, 2010, by and between Burger King Holdings, Inc. and certain private equity funds controlled by TPG Capital (incorporated by reference to Exhibit 99.3 to the Form 8-K filed by Burger King Holdings, Inc. with the Securities and Exchange Commission on September 3, 2010).* | |||
(g) | None. | |||
(h) | None. |
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