Barclays Capital in Justice Holdings in $1.4 Billion Investment in Burger King

April 3, 2012

Cleary Gottlieb is representing Barclays Capital in a complex transaction that is intended to result in Burger King Worldwide Holdings, Inc. being listed on the New York Stock Exchange. As part of the transaction, announced on April 3, shareholders of Justice Holdings Limited will receive an approximately 29% stake in the combined company in exchange for approximately $1.4 billion in cash. Affiliates of 3G Capital Partners, Ltd., Burger King’s current private equity owner, will receive an approximately 71% stake in the combined company. Barclays delivered a fairness opinion to the Board of Directors of Justice Holdings in connection with the transaction. The transaction is expected to close in the second quarter of 2012.

Burger King is the second largest fast food hamburger chain in the world, operating in more than 12,500 locations and serving more than 11 million guests daily in 81 countries and territories worldwide. Burger King was taken private in 2010 in a leveraged buyout by 3G Capital.

Justice Holdings is a London Stock Exchange listed special purpose investment vehicle (referred to in the United Kingdom as a “blank check company” and in the United States as a “SPAC”) founded in 2011 by Martin Franklin and Nicolas Berggruen.