April 4, 2012 6:14 PM

Will These Shares Sizzle? $1.4 Billion Deal Will Take Burger King Public Again

Posted by Tom Huddleston Jr.

The “Home of the Whopper” is returning to the trading floor.

Burger King Worldwide Holdings is set go public as part of a $1.4 billion leveraged buyout in which London investment firm Justice Holdings will control roughly 29 percent of one of the world’s top fast-food chains.

Terms of the transaction call for Justice to take its bite of Burger King from buyout firm 3G Capital, which took the fast food chain private for roughly $3.3 billion less than two years ago, the companies announced Tuesday evening. 3G will continue to own the remaining 71 percent of Burger King, which recently lost its spot as the second-largest hamburger chain in the United States by sales and now sits behind rivals McDonald’s and Wendy’s. Justice’s piece of Burger is set to begin trading on the New York Stock Exchange once the deal closes, an event that is expected within 90 days of signing.

Justice, which currently trades on the London Stock Exchange, will immediately be suspended from trading on that market, under the terms of the agreement.

Miami-based Burger King is in a transitional phase as it tries to catch up to competitors in the United States—where its sales have stagnated over the past five years—and overseas. The company has announced changes to both its menu and marketing campaigns in the past year, including last year’s retirement of guffawing mascot “The King.” Earlier this week, Burger King announced a new line of menu items meant to compete with its top rivals’ wares.

Justice—which was cofounded by financiers Nicolas Berggruen and Martin Franklin, and hedge fund manager William Ackman—is being advised by attorneys at Greenberg Traurig and Sullivan Cromwell.

Fort Lauderdale, Florida–based corporate and securities shareholder Donn Beloff is leading Greenberg’s team on the matter, which also includes shareholders Alan Annex, Bruce March, Brian Gavsie, Matthew Miller, Kenneth Gerasimovich, Michael Helsel, Tim Jeveons, Andrew Caunt, James Mountain, and James Simon. Tax shareholders Harry Friedman and Robert Simon, and antitrust of counsel Mary Marks, are also working on the deal.

SC’s team includes corporate partner Alan Sinsheimer. Partner Andrew Mason and special counsel Davis Wang are advising on tax matters.

Kirkland Ellis, meanwhile, is representing Burger King and 3G in the transaction. The Kirkland attorneys working on the deal include New York corporate partners Stephen Fraidin, William Sorabella, Joshua Korff, and David Feirstein.

The firm also advised 3G in its 2010 purchase of Burger King.

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