Burger King/3G

Burger King Holdings, Inc. (NYSE: BKC) 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 billion, including the assumption of the Company's outstanding debt.

Shareholders will receive $24 per common BKC share, which is a 46% premium to recent unaffected share prices prior to market rumors.

The transaction is expected to close in the fourth quarter of this calendar year.

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.

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.

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