Burger King Worldwide Inc. acquires Tim Hortons Inc.

In Canada’s largest M&A transaction of 2014, US-based Burger King Worldwide Inc. acquired Tim Hortons Inc. in a $12.5-billion deal that created a global powerhouse quick service restaurant company based in Canada. Combined, the company now has more than 18,000 restaurants in 100 countries.

The transaction was financed in part by a US$3-billion preferred equity investment in the new company by Warren Buffett’s Berkshire Hathaway Inc.

Davies Ward Phillips & Vineberg LLP; Kirkland & Ellis LLP; and Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Burger King. The Davies team included Patricia Olasker, Steven Harris, Cameron RusawAlex Moore  and Jay Galbraith (M&A), George Addy, Charles Tingley and Erika Douglas (anti-trust/foreign investment), Raj Juneja  (tax) and Geoff Turner, Jessica Bullock (employee benefits), David Wilson and Zain Rizvi (capital markets), Carol PennycookDerek Vesey  and Anthony Spadaro (banking). The Kirkland team was led by Stephen Fraidin, William Sorabella and David Feirstein (corporate), Dean Shulman and Mike Carew (tax), Jay Ptashek (debt finance) and Joshua Korff and Michael Kim (capital markets), and assisted by Laura Sullivan, Andrew Glickman, Dylan Hanson, Elizabeth Freechack and Jessica Subler (corporate). The Paul, Weiss team included Jeffrey Samuels, Robert Killip and Alyssa Wolpin (tax) and Ariel Deckelbaum and David Klein (corporate).

Tim Hortons was represented by Osler, Hoskin & Harcourt LLP, with a team led by Clay Horner  that included Doug Bryce, Andrew MacDougall, Emmanuel PressmanDonald Gilchrist  (corporate/M&A), Michelle Lally  (competition/antitrust), Patrick Marley, Dov Begun (tax), Laurie Barrett  (banking), and Douglas Rienzo (pensions and benefits). Wachtell, Lipton, Rosen & Katz acted as US counsel to Tim Hortons. Wachtell Lipton’s team was led by Adam Emmerich, Gordon Moodie and Edward Lee (corporate) and included Adam Emmerich, Gordon Moodie, Edward Lee, John Robinson, Sara Lewis, Oliver Board and Francisco José Morales Barrón (corporate), Nelson Fitts (antitrust), Michael Segal, Michael Schobel, Erica Bonnett and Katherine O’Neill (executive compensation and benefits), Eric Rosof, Caith Kushner and Brian Bolin (restructuring and finance) and Jodi Schwartz and Tijana Dvornic (tax).

Skadden, Arps, Slate, Meagher & Flom LLP; White & Case LLP; and Cravath, Swaine & Moore LLP served as counsel to the financial advisors. Skadden advised Citigroup as investment banker for Tim Hortons. The Skadden team included Charles Mulaney, Jr. and Craig Alcorn in Chicago. White & Case acted as counsel to RBC, financial advisor to Tim Hortons, with a New York team led by Denise Cerasani. Cravath served as counsel to Lazard in connection with this transaction. The Cravath team included Damien Zoubek and Andrew Elken.

Cassels Brock & Blackwell LLP; and Munger, Tolles & Olson LLP acted for Berkshire Hathaway. The Cassels Brock team included Chris Hersh, Lawrence Wilder and Lindsay Clements. The Munger Tolles team advising Berkshire Hathaway was led by Robert Denham and Mary Ann Todd and included Stephen Rose and Kimberly Chi.