Burger King Worldwide Holdings, Inc. (Burger King Worldwide), the world’s second largest fast food hamburger restaurant chain, and Justice Holdings Limited (Justice), a publicly listed UK investment vehicle, have announced that they have entered into a definitive business combination agreement.

The transaction announced, on April 3, was negotiated, and the merger agreement signed, in 23 days. Justice was represented by a transatlantic team of lawyers at the international law firm Greenberg Traurig LLP led by shareholders Donn A. Beloff in Fort Lauderdale and Alan I. Annex in New York. In the U.S., the team also included, among many others: shareholders Bruce I. March, Harry J. Friedman, Brian J. Gavsie, Matthew W. Miller and associates Zach M. Schlichter and Reggie Zachariah in Fort Lauderdale; shareholders Kenneth A. Gerasimovich, Michael D. Helsel and of counsel Mary K. Marks in New York; shareholder Robert D. Simon in Washington D.C. and Denver; and shareholder Jason T. Simon in Tyson’s Corner. Leading the UK team for Justice were Greenberg Traurig Maher LLP shareholders Tim Jeveons, Andrew Caunt and James Mountain. Assisting in London were associates Sarah F. Moyles and Lisa Navarro. 

Under the terms of the agreement it was announced that 3G Capital, a global investment firm and Burger King Worldwide’s principal stockholder, will receive approximately $1.4 billion in cash and continue as the majority shareholder. The Justice shareholders and its founders will own approximately 29% of the combined company. Upon closing in 60 to 90 days, it is expected that the newly formed combined company will list and commence trading on the New York Stock Exchange. Justice’s shares will be immediately suspended from trading on the London Stock Exchange. 

Burger King was represented by Kirkland & Ellis and Bill Ackman was represented by Sullivan & Cromwell LLP, which was also co-adviser to Justice. Kirkland & Ellis advised 3G Capital.