Burger King Worldwide, Inc. (NYSE:BKW) agreed to acquire Tim Hortons Inc. (TSX:THI) from Scout Capital Management, L.L.C. and others for CAD 13.2 billion in cash and stock on August 24, 2014. Under the terms of the transaction, Tim Hortons shareholders will receive CAD 65.50 in cash and 0.8025 common shares per Tim Hortons share. As an alternative to the consideration, each Tim Hortons shareholder will have the ability to elect to instead receive, for each Tim Hortons share held, either CAD 88.50 in cash; or 3.0879 common shares. Burger King has obtained commitments for CAD 12.5 billion of financing to fund the cash portion of the transaction, including commitments for a CAD 9.5 billion debt financing package led by JP Morgan and Wells Fargo. The obligation of JP Morgan and Wells Fargo to provide this committed debt financing is subject to a number of customary conditions, including execution and delivery of certain definitive documentation. It is expected that the debt financing for the transaction will consist of a CAD 6.75 billion senior secured term loan B facility, a CAD 500 million senior secured revolving credit facility and senior secured second-lien notes in the amount of CAD 2.25 billion. Berkshire Hathaway has committed CAD 3 billion of preferred equity financing. Berkshire is simply a financing source and will not have any participation in the management and operation of the business. Tim Hortons and Burger King would operate as standalone brands. In the event of termination, Burger King Worldwide, Inc would pay Tim Hortons Inc. a termination fee of CAD 500 million and Tim Hortons Inc. would pay CAD 345 million to Burger King Worldwide.

3G Capital, the majority owner of Burger King Worldwide, Inc., will continue to own the majority of the shares of the new company on a pro forma basis, with the remainder held by existing shareholders of Tim Hortons and Burger King. Alex Behring, Executive Chairman of Burger King and Managing Partner at 3G Capital, will lead the new global company as Executive Chairman and Director. Marc Caira, President and Chief Executive Officer of Tim Hortons, will be appointed Vice-Chairman and a Director. Daniel Schwartz, Chief Executive Officer of Burger King, will become Group Chief Executive Officer of the new company. The new company's Board will include the current eight Burger King Directors and three Directors to be appointed by Tim Hortons, including Marc Caira. Marc Caira and Daniel Schwartz will continue as Tim Hortons and Burger King Chief Executive Officers, respectively, through the transition period, and additional Executives in the new global company structure will be identified from Burger King and Tim Hortons during the transition period and announced at the time of closing. The current Tim Hortons headquarters in Oakville, Ontario will continue to be the global home of the Tim Hortons business. Burger King's current headquarters in Miami, Florida will continue to be the global home of the Burger King business. As on August 26, 2014, Warren Buffett's company is putting up CAD 3 billion to help Burger King Worldwide, Inc. to acquire Tim Hortons Inc. Post completion, Tim Hortons will delist from the Toronto Stock Exchange.

The transaction is subject to customary closing conditions, including approval of Tim Hortons shareholders and receipt of certain antitrust and regulatory approvals in Canada and the U.S. Since 3G Capital already owns approximately 70% of the shares of Burger King and has committed to vote in favor of the combination, no shareholder vote is required from shareholders of Burger King. The transaction has been unanimously approved by the Board of Directors of Tim Hortons and Burger King. The transaction is expected to be taxable, for U.S. federal income tax purposes, to the shareholders of Burger King, other than with respect to the partnership units received by them in the transaction. The transaction is expected to be taxable to shareholders of Tim Hortons in the U.S and Canada. As of September 26, 2014, the transaction received approval from Federal trade Commission. As of December 4, 2014, Industry Minister, James Moore approved the transaction. Burger King will keep 100% of existing employment levels at Tim Hortons franchises across Canada. Also, Canadians will make up at least 50% of the membership of Tim Hortons' Board of Directors. The board of Tim Hortons has unanimously recommended they vote for the deal. The transaction is approved by antitrust body. As of December 9, 2014 Tim Hortons Inc. shareholders approved the the transaction. The transaction is also subject to Ontario Superior Court of Justice approval. The Ontario Superior Court of Justice final order to approve the Arrangement is scheduled to take place on December 11, 2014, and completion of the Arrangement and related transactions is expected to occur on or about December 12, 2014.

Peter Buzzi and Benjamin Mandell of RBC Capital Markets Inc. and Leon Kalvaria of Citigroup Global Markets Inc. acted as financial advisor as well as fairness opinion advisors for Tim Hortins. Clay Horner, Doug Bryce, Michelle Lally, Patrick Marley, Laurie Barrett, Donald Gilchrist, John Valley and Doug Rienzo of Osler, Hoskin & Harcourt LLP and Adam Emmerich, Gordon Moodie, Nelson Fitts, Michael Segal, Eric Rosof and Jodi Schwartz, Edward J. Lee, John L. Robinson, Sara J. Lewis, Oliver J. Board, Francisco José Morales Barrón, Michael J. Schobel, Erica E. Bonnett, Katherine A. O'Neill, Caith Kushner, Brian Bolin and Tijana J. Dvornic of Wachtell, Lipton, Rosen & Katz acted as legal advisors for Tim Hortins. Antonio Weiss and Alex Hecker of Lazard Frères & Co. LLC acted as financial advisor as well as fairness opinion advisor for Burger King, Ben Bernstein of J.P. Morgan Securities LLC, Wells Fargo Securities LLC acted as financial advisors, Patricia Olasker, Steven Harris, Jay Galbraith, Alex Moore, Cam Rusaw, Raj Juneja, George Addy, Charles Tingley, Jessica Bullock and David Wilson of Davies Ward Phillips & Vineberg, Stephen Fraidin, William Sorabella, David Feirstein, Dean Shulman, Jay Ptashek, Joshua Korff, Michael Kim, Mike Carew, Laura Sullivan, Andrew Glickman, Dylan Hanson, Elizabeth Freechack and Jessica Subler of Kirkland & Ellis and Jeffrey Samuels, Alyssa Wolpin and Robert Killip of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for Burger King. Steve Lipin, Radina Russell and Jayne Rosefield of Brunswick Group acted as PR advisors for Burger King. Robert Denham, Mary Ann Todd, and Stephen Rose of Munger Tolles & Olson LLP and Chris Hersh, Lawrence Wilder and Lindsay Clements of Cassels Brock & Blackwell LLP acted as legal advisors for Berkshire. Damien R. Zoubek of Cravath, Swaine & Moore LLP acted as legal advisor for Lazard Ltd. Charles W. Mulaney of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Citigroup. Computershare Trust Company Of Canada acted as transfer agent for Tim Hortons Inc. and Computershare Trust Company, NA acted as transfer agent for Restaurant Brands International. KPMG LLP acted as accountant for Restaurant Brands International and PricewaterhouseCoopers LLP, Canada acted as accountant for Tim Hortons Inc. Kingsdale Advisors acted as proxy solicitor to Tim Hortons and paid a fee of approximately $50,000. Burger King Worldwide has agreed to pay them a fee of approximately $150,000. Burger King Worldwide agreed to pay Lazard a fee of $13.75 million, $2.5 million of which was payable upon the date of public announcement by Burger King Worldwide of the execution of the definitive agreement providing for the transactions and the remainder of which is payable upon consummation of the transactions.