Burger King to acquire Canada's Tim Hortons in $11.4 billion venture

A Burger King sign and a Tim Hortons sign are displayed on St. Laurent Boulevard in Ottawa, Canada, on Monday, Aug. 25, 2014. Canada's iconic coffee chain, Tim Hortons, and Miami-based Burger King say they will join forces, but will operate as independent brands to form the world's third-largest quick service restaurant company. (AP Photo/The Canadian Press, Sean Kilpatrick)
A Burger King sign and a Tim Hortons sign are displayed on St. Laurent Boulevard in Ottawa, Canada, on Monday, Aug. 25, 2014. Canada's iconic coffee chain, Tim Hortons, and Miami-based Burger King say they will join forces, but will operate as independent brands to form the world's third-largest quick service restaurant company. (AP Photo/The Canadian Press, Sean Kilpatrick)

Burger King Worldwide Inc. announced an agreement Tuesday to acquire Tim Hortons for about $11.4 billion in a deal that creates the third-largest fast-food company and moves its headquarters to Canada.

Tim Hortons investors will receive $59.80 in cash and 0.8025 a share of the combined entity for each share they own, the companies said in a statement Tuesday. The transaction, which is backed in part by Warren Buffett's Berkshire Hathaway, values each Tim Hortons share at $85.86, based on Burger King's closing price Monday.

The purchase acquires for Burger King the biggest seller of coffee and doughnuts in Canada, which it can use to grow internationally. The deal also lets the burger chain push into the grocery business by selling packaged coffees at supermarkets in North America. The combined business would create a fast-food network with $23 billion in sales, including franchisees, and more than 18,000 restaurants in 100 countries.

"There's value to be extracted and there are international growth opportunities," said Will Slabaugh, an analyst at Stephens Inc. "I think it's going to be a well-received deal."

The acquisition also moves the merged entity's global headquarters to Canada, potentially taking advantage of lower corporate taxes. When the companies disclosed the talks on Aug. 24, it heightened debate over American businesses shifting to other countries in search of lower tax bills. President Barack Obama criticized the practice in July, and his aides said the administration would take action to stop the trend.

The merger talks sent shares of both companies soaring Monday. Burger King rose 20 percent, the biggest jump since the stock debuted on the New York Stock Exchange two years ago. The shares retreated $1.40, or 4.3 percent, to close Tuesday at $31. Tim Hortons climbed $6.33, or 8.5 percent to close Tuesday at $81.05 in New York. Based on the value of the shares last week, before reports of the deal surfaced, the transaction offers a 30 percent premium to Tim Hortons' shares.

Tim Hortons shares are trading below the deal price because investors see a risk that the government may move to blunt the tax savings, said Stephen Anderson, a New York-based analyst at Miller Tabak.

"It's a political concern; it's nothing that will derail the deal in my view," he said.

3G Capital, the investment firm that owns about 70 percent of Burger King, will convert that stake into roughly 51 percent of the new company. Berkshire Hathaway has committed $3 billion of preferred equity financing, according to the statement. Berkshire will earn 9 percent annual interest on its investment, which allows the company to deepen its relationship with 3G. Omaha, Neb.-based Berkshire won't participate in managing the restaurant business.

3G, which was co-founded by Brazilian billionaire Jorge Paulo Lemann, joined Buffett last year in a $23.3 billion takeover of HJ Heinz. Buffett bought half the ketchup maker's common stock for about $4.25 billion and invested $8 billion for preferred shares that pay a 9 percent annual dividend and gave Berkshire warrants to buy an additional 5 percent stake.

Lemann's firm is known for making cost cuts at the businesses it acquires, including Heinz. After 3G's takeover, the ketchup company embarked on a plan to fire more than 1,000 workers and close plants in North America, though a group of Ontario investors said in March that it would keep open a Canadian tomato-juice factory.

"3G does a magnificent job of running businesses," Buffett said in May at his company's annual meeting in Omaha. "We're very likely to partner with them, perhaps on some things that are very large."

Burger King, the second-largest U.S. burger chain, has struggled to increase North American same-store sales and compete with McDonald's breakfast fare. Buying Tim Hortons would give Burger King a coffee brand that's coveted by Canadians, as well as some Americans. There are no current plans to combine brands or sell Tim Hortons coffee at Burger King, the companies' executives said Tuesday.

Burger King plans to help expand Tim Hortons restaurants in the 98 countries where it operates. There may be supply-chain, marketing and administrative cost savings as well.

Within the new parent company, the two chains will remain stand-alone businesses and maintain their current headquarters. Burger King is run from Miami, while Tim Hortons is based in the Toronto suburb of Oakville.

Daniel Schwartz, Burger King's chief executive officer, will become group CEO of the merged company, as well as remaining head of the fast-food chain. Tim Hortons CEO Marc Caira, meanwhile, will continue to run that chain, which has about 4,500 locations. Alex Behring, a managing partner at 3G who has served as Burger King's executive chairman, will continue in that role for the new global company.

The Canadian corporate tax rate is typically 26.5 percent, compared with 40 percent in the U.S., according to auditing and tax firm KPMG. Still, Burger King already pays a lower rate because it operates in a mix of tax jurisdictions. Its effective tax rate in 2013 was 27.5 percent.

Schwartz said Tuesday on a conference call that the company didn't expect its tax rate to change materially.

"This transaction is not really about taxes," he said. "It's about growth."

Business on 08/27/2014

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