BKC / Burger King Holdings Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d373586d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2012 BURGER KING WORLDWIDE, INC. BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware Delaware 001-35511 001-3287

SEPARATION AGREEMENT AND GENERAL RELEASE

EX-10.1 EXHIBIT 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”), dated June 1, 2012, is entered into by and between Burger King Corporation (the “Company”), and Jonathan Fitzpatrick (“you”). 1. Separation from Employment. This Agreement contains the mutual resolution we agreed upon regarding your separation from the Company and the ben

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2012 BURGER KING WORLDWIDE, INC. BURGER KING HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35511 45-5011014 Delaware 001-32875 7

Incorporated herein by reference to Exhibit 10.1 to the Form 8-K of Burger King Worldwide, Inc. filed on June 25, 2012.

Form of Indemnification Agreement Exhibit 10.1 DIRECTOR INDEMNIFICATION AGREEMENT This Director Indemnification Agreement, dated as of June , 2012 (this “Agreement”), is made by and between Burger King Worldwide Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corp

BURGER KING WORLDWIDE, INC. ANNOUNCES CLOSE OF TRANSACTION WITH JUSTICE HOLDINGS LIMITED; BURGER KING WORLDWIDE TO LIST ON NYSE TODAY UNDER TICKER SYMBOL “BKW”

Press Release Exhibit 99.1 BURGER KING WORLDWIDE, INC. ANNOUNCES CLOSE OF TRANSACTION WITH JUSTICE HOLDINGS LIMITED; BURGER KING WORLDWIDE TO LIST ON NYSE TODAY UNDER TICKER SYMBOL “BKW” MIAMI – June 20, 2012 – Burger King Worldwide, Inc. (“Burger King Worldwide”) today announced the consummation of its business combination with a subsidiary of Justice Holdings Limited (“Justice”). Burger King Wor

Securities and Exchange Commission

Letter from PricewaterhouseCoopers LLP Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 25 June 2012 Commissioners: We have read the statements made by Justice Delaware Holdco Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Justice Delaware Holdc

TAST / Carrols Restaurant Group, Inc. / Burger King Holdings Inc - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* CARROLS RESTAURANT GROUP, INC. (Name of issuer) Common Stock, Par Value $0.01 (Title of class of securities) 14574X104 (CUSIP number) Jill Granat B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2012 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction (Commission (IRS Employer of

Regulation FD Disclosure - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2012 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdict

Quarterly Report - FORM 10-Q

10-Q 1 d336695d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

Burger King Holdings, Inc. Reports First Quarter 2012 Results

EX-99 2 d348716dex99.htm EX-99 Exhibit 99 News Release Burger King Holdings, Inc. Reports First Quarter 2012 Results MIAMI, FL – May 9, 2012 – Burger King Holdings, Inc. (the “Company”) today reported its financial results for the quarter ended March 31, 2012. “We are off to a strong start in 2012, and are making terrific progress on the execution of our core global business strategies, with syste

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2012 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction (I

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2012 Burger King Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32875 75-3095469 (State or other jurisdiction of incorporation or

BURGER KING WORLDWIDE HOLDINGS, INC. TO LIST ON NEW YORK STOCK EXCHANGE THROUGH AGREEMENT WITH JUSTICE HOLDINGS, LIMITED 3G Capital to Remain Principal Shareholder with 71% Stake; Justice Shareholders to Own 29% of Combined Company

PRESS RELEASE Exhibit 99.1 This announcement is not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Registration Sta

BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG JUSTICE HOLDINGS LIMITED, JUSTICE DELAWARE HOLDCO INC., JUSTICE HOLDCO LLC BURGER KING WORLDWIDE HOLDINGS, INC. Dated April 3, 2012 TABLE OF CONTENTS Page BUSINESS COMBINATION AGREEMENT A

BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG JUSTICE HOLDINGS LIMITED, JUSTICE DELAWARE HOLDCO INC., JUSTICE HOLDCO LLC and BURGER KING WORLDWIDE HOLDINGS, INC. Dated April 3, 2012 TABLE OF CONTENTS Page BUSINESS COMBINATION AGREEMENT ARTICLE I DEFINITIONS 3 Section 1.1 Defined Terms 3 Section 1.2 Glossa

Regulation FD Disclosure - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 4, 2012 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction

Material Impairments, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 26, 2012 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction

Annual Report - 10-K/A

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BURGER KING CORPORATION 2011 ANNUAL BONUS PROGRAM

EX-10.80 Exhibit 10.80 BURGER KING CORPORATION 2011 ANNUAL BONUS PROGRAM Burger King Corporation (the “Company”) has established the Burger King Corporation 2011 Annual Bonus Program (the “Program”), with respect to the period beginning on January 1, 2011 and ending on December 31, 2011, for purposes of rewarding eligible employees who achieve the 2011 Annual Operating Plan (“AOP”) objectives. Thi

BURGER KING CORPORATION OFFICER SEVERANCE PLAN

EX-10.81 Exhibit 10.81 BURGER KING CORPORATION OFFICER SEVERANCE PLAN INTRODUCTION Burger King Corporation (“Company”) has established the Burger King Corporation Officer Severance Plan (“Severance Plan”) effective January 1, 2004, as amended and restated effective November 18, 2008. The purpose of the Severance Plan is to provide income replacement to certain employees who are involuntarily termi

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EX-10.79 2 d325339dex1079.htm EX-10.79 Exhibit 10.79 AMENDMENT NO. 1, dated as of April 18, 2011 (this “Amendment”), to the Employment Agreement by and between Burger King Corporation (together with any successor thereto, the “Company”) and Jonathan Fitzpatrick (the “Executive”), dated as of October 25, 2010 (the “Employment Agreement”). WHEREAS, Executive commenced employment with the Company on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2012 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction (Commission (IRS Employer o

EMPLOYMENT AGREEMENT

EX-10.78 2 d264345dex1078.htm EMPLOYMENT AGREEMENT BY AND BETWEEN BURGER KING CORPORATION AND JOSE CIL Exhibit 10.78 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 2, 2010, by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Jose Cil (“Executive”). WITNESSETH: WHEREAS, the Company

7 SCHEDULE A Guidelines for Seconded Burger King Corporation Employees

Assignment Letter from Jose Tomas, Chief Human Resources Officer Exhibit 10.79 November 2, 2010 Personal & Confidential Jose Cil 10500 Snapper Creek Road Coral Gables, FL 33156 Dear Jose: Further to our recent discussions, I am pleased to confirm the terms and conditions of your temporary international assignment (the “Assignment”) to Switzerland (the “Host Country”). During the Assignment, the te

EMPLOYMENT AGREEMENT

Employment Agreement by and between Burger King Corporation and Steven M. Wiborg Exhibit 10.80 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement” is entered into as of October 21, 2010 by and between Burger King corporation (together with any Successor thereto, the “Company”), and Steven M. Wiborg (“Executive”). WITNESSETH: WHEREAS, the Company desires to employ and secure the exclus

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2012 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction

BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K. Japan BK Asiapac, Pte. Ltd. S

List of Subsidiaries of the Registrant Exhibit 21.1 BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K. Japan BK Asiapac, Pte. Ltd. Singapore BK CDE, Inc. Delaware BK Grundstucksverwaltungs Beteiligungs GmbH Germany BK Grundstucksv

Burger King Holdings, Inc. Reports Fourth Quarter and Full Year Results

EX-99 Exhibit 99 News Release Burger King Holdings, Inc. Reports Fourth Quarter and Full Year Results MIAMI, FL – March 14, 2012 – Burger King Holdings, Inc. (the “Company”) today reported its financial results for the quarter and year ended December 31, 2011. “2011 was a pivotal year for the BURGER KING® brand, globally. In just one year following the acquisition, we refocused our business priori

Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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EX-10.81 5 d264345dex1081.htm AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT BETWEEN BURGER KING CORPORATION Exhibit 10.81 AMENDMENT NO. 1, dated as of November 5, 2010 (this “Amendment”), to the Employment Agreement by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Steven M. Wiborg (the “Executive”), dated as of October 21, 2010 (t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 8, 2011 BURGER KING HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2011 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction o

Burger King Holdings, Inc. Reports Third Quarter Results

Exhibit 99.1 Burger King Holdings, Inc. Reports Third Quarter Results MIAMI ? November 9, 2011 ? Burger King Holdings, Inc. today reported results for the third quarter of 2011. System-wide comparable sales grew by 1.6% for the quarter, with international performance driving the positive results. In Latin America comparable sales grew by 10.5% and in Europe, Middle East, Africa and Asia Pacific (E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2011 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (Commission

Burger King Holdings, Inc. Reports Second Quarter Results

Exhibit 99 Burger King Holdings, Inc. Reports Second Quarter Results MIAMI ? August 11, 2011 ? Burger King Holdings, Inc. today reported 2011 second quarter adjusted EBITDA of $150.6 million compared to $117.1 million in the same quarter of 2010, a 29% improvement primarily driven by cost savings following a global restructuring and from the company?s previously disclosed zero-based budgeting (ZBB

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Exhibit 10.78 AMENDMENT NO. 1, dated as of April 18, 2011 (this ?Amendment?), to the Employment Agreement by and between Burger King Corporation (together with any successor thereto, the ?Company?) and Jonathan Fitzpatrick (the ?Executive?), dated as of October 25, 2010 (the ?Employment Agreement?). WHEREAS, Executive commenced employment with the Company on June 20, 2005; and WHEREAS, the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2011 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2011 Commission file numb

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2011 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction

Incorporated herein by reference to Exhibit 10.77 to the Form 10-Q of Burger King Holdings, Inc. filed on May 12, 2011.

Exhibit 10.77 BURGER KING WORLDWIDE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN OPTION AWARD AGREEMENT Unless defined in this Option Award Agreement (this ?Award Agreement?), capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan (as may be amended from time to time, the ?Plan?). Pursuant to Section 6 of the Plan, you h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Burger King Holdings, Inc. Reports First Quarter Results

Burger King Holdings, Inc. Reports First Quarter Results MIAMI, FL. (May 12, 2011) — Burger King Holdings, Inc. today reported 2011 first quarter Adjusted EBITDA of $121.1 million compared to $106.2 million in the same quarter of 2010, a 14% improvement driven by reductions in general and administrative expenses following a global restructuring and the implementation of a zero-based budgeting prog

BURGER KING WORLDWIDE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN

EX-10.76 2 g27162exv10w76.htm EX-10.76 Exhibit 10.76 BURGER KING WORLDWIDE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN Section 1: Purpose. The purpose of the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan, is to enhance the incentive of those Persons who are expected to contribute significantly to the success of the Company and its Affiliates to perform at the highest level, and,

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 19, 2011 BURGER KING HOLDINGS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2011 BURGER KING HOLDINGS, INC.

EX-99.1

Exhibit 99.1 Fourth Quarter Financial Update 1 1 Represents amounts for the twelve months ended 12/31/09 and 12/31/10 which can be calculated from our financial statements. Amounts do not include pro forma adjustments related to this transaction. Effective November 5, 2010 the Company changed its fiscal year end to December 31. 2 Company restaurant margin (“CRM”) is defined as Company restaurant r

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2011 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32875 (Commission File Number)

March 23, 2011

EX-18.1 6 g26522exv18w1.htm EX-18.1 Exhibit 18.1 March 23, 2011 Burger King Holdings, Inc. 5505 Blue Lagoon Drive Miami, Florida 33126 Ladies and Gentlemen: We have audited the consolidated balance sheets of Burger King Holdings, Inc. and subsidiaries (the Company) as of December 31, 2010 (Successor Entity) and June 30, 2010 and 2009 (Predecessor Entity), and the related consolidated statements of

EMPLOYMENT AGREEMENT

EX-10.75 5 g26522exv10w75.htm EX-10.75 Exhibit 10.75 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 4th day of May, 2010, by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Natalia Franco (“Executive”). WITNESSETH: WHEREAS, the Company desires to employ and secure the exclusive services of

BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K Japan BK Asiapac, Pte. Ltd. Si

Exhibit 21.1 BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K Japan BK Asiapac, Pte. Ltd. Singapore BK CDE, Inc. Delaware BK Grundstucksverwaltungs Beteiligungs GmbH Germany BK Grundstucksverwaltungs GmbH & Co. KG Germany BK Vene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from July 1, 2010 to December 31, 2010 Commission file number: 001-32875 BURGER KI

CREDIT AGREEMENT dated as of October 19, 2010, as Amended and Restated as of February 15, 2011, BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS C

exv10w70wb Exhibit 10.70 Execution Version CREDIT AGREEMENT dated as of October 19, 2010, as Amended and Restated as of February 15, 2011, among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS CAPITAL, as Syndication Agent, and FIFTH THIRD BANK, REGIONS BANK and UNICREDIT BANK AG, as Documentat

EMPLOYMENT AGREEMENT

Exhibit 10.74 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of October 25, 2010 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the ?Company?), and Jonathan Fitzpatrick (?Executive?). WITNESSETH: WHEREAS, Executive commenced employment with the Company on June 20, 2005; WHEREAS, the Company desires to contin

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.64.A 2 g26522exv10w64wa.htm EX-10.64.A Exhibit 10.64(a) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Anne Chwat (“Executive”). WITNESSETH: WHEREAS, Executive commenced empl

As filed with the Securities and Exchange Commission on March 22, 2011

As filed with the Securities and Exchange Commission on March 22, 2011 File No. 333-144592 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BURGER KING HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 75-3095469 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32875 BURGER KING HOLDINGS, INC. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on March 22, 2011

sv8pos As filed with the Securities and Exchange Commission on March 22, 2011 File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2011 BURGER KING HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2011 BURGER KING HOLDI

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2011 BURGER KING HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 g26307e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2011 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-32875 75-3095469 (State or Other Jurisdiction (C

Quarters ended December 31, TTM December 31 12/31/2010 12/31/2009 2010 2009 Comments (In constant currencies) (In constant currencies) Comparable sales growth Total worldwide (3.7 )% (2.0 )% (2.4 )% (1.7 )% United States and Canada (5.8 )% (3.3 )% (4

Exhibit 99.1 Fourth Quarter Update Comparable revenue growth and sales growth Quarters ended December 31, TTM December 31 12/31/2010 12/31/2009 2010 2009 Comments (In constant currencies) (In constant currencies) Comparable sales growth Total worldwide (3.7 )% (2.0 )% (2.4 )% (1.7 )% United States and Canada (5.8 )% (3.3 )% (4.4 )% (2.8 )% Lapping dollar double cheeseburger / value promotions EMEA

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 g26180e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2011 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-32875 75-3095469 (State or Other Jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4)* Burger King Holdings, Inc. (Name of Issuer) Comm

Schedule 13G Amendment No.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4)* Burger King Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 121208201 (CUSIP Number) December 31, 2010 (Date of Eve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Burger King Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 Per Share (Titles of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Burger King Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 Per Share (Titles of Class of Securities) 121208201 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933

e424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-170614 PROSPECTUS BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 for $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Burger King Corporation (“BKC”), a wholly-owned subsidiary of Burger King Holdings, Inc. (“Holdings”), is offering

December 21, 2010

December 21, 2010 BY EDGAR CORRESPONDENCE Securities and Exchange Commission 100 F Street, N.

December 17, 2010

corresp December 17, 2010 BY EDGAR CORRESPONDENCE Justin Dobbie Special Counsel United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on December 17, 2010

S-4/A 1 g25109a1sv4za.htm FORM S-4/A Table of Contents As filed with the Securities and Exchange Commission on December 17, 2010 Registration No. 333-170614 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BURGER KING HOLDINGS, INC. BURGER KING CORPORATION See Table of Additional Registrants

December 17, 2010

CORRESP 1 filename1.htm December 17, 2010 BY EDGAR CORRESPONDENCE Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Burger King Holdings, Inc. (“Holdings”) and Burger King Corporation (“BKC”) Registration Statement on Form S-4 (File No. 333-170614) Ladies and Gentlemen: BKC, as issuer and a wholly-owned subsidiary of Holdings, proposes to offer to exchange (the “Exch

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2010 BURGER KING HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2010 BURGER KING HOLD

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2010 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (C

QUIK WOK, INC. ARTICLE I

exv3w22 Exhibit 3.22 Amended and Restated Bylaws adopted at the Annual Meetings of the Stockholder and Board of Directors of Quik Wok, Inc. held on January 26, 1987. QUIK WOK, INC. BYLAWS ARTICLE I OFFICES Section 1. The registered office of the corporation shall be located in Dallas, Texas. Section 2. The corporation may also have offices at such other places both within and without of the State

AMENDED AND RESTATED BY-LAWS THE MELODIE CORPORATION ARTICLE I

EX-3.18 17 g25109exv3w18.htm EX-3.18 Exhibit 3.18 AMENDED AND RESTATED BY-LAWS OF THE MELODIE CORPORATION ARTICLE I OFFICE Section 1. The principal office of the corporation in the State of New Mexico shall be located in Roswell, New Mexico. The corporation may have such other offices, either within or without the State of New Mexico, as the Board of Directors may designate or as the business of t

FILED 2003 MAR 10 PM 12:37 SECRETARY OF STATE TALLAHASSEE FLORIDA AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BURGER KING CORPORATION Original Articles of Incorporation filed with the Florida Secretary of State on June 2, 1956 ARTICLE I

Exhibit 3.3 FILED 2003 MAR 10 PM 12:37 SECRETARY OF STATE TALLAHASSEE FLORIDA AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BURGER KING CORPORATION Original Articles of Incorporation filed with the Florida Secretary of State on June 2, 1956 ARTICLE I The name of the corporation is BURGER KING CORPORATION (the ?Corporation?). ARTICLE II The address of the principal office and the mailing addres

AMENDED AND RESTATED BURGER KING CORPORATION. ARTICLE I

EX-3.4 3 g25109exv3w4.htm EX-3.4 Exhibit 3.4 Adopted May 15, 2006 AMENDED AND RESTATED BY-LAWS OF BURGER KING CORPORATION. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Plantation, in the State of Florida, and said Corporation shall be the registered agent of this Corporation

ARTICLES OF ORGANIZATION OF BURGER KING INTERAMERICA, LLC a Florida limited liability company

exv3w9 Exhibit 3.9 ARTICLES OF ORGANIZATION OF BURGER KING INTERAMERICA, LLC a Florida limited liability company 1. The name of this limited liability company is BURGER KING INTERAMERICA, LLC (the “Company”). 2. The principal place of business and the mailing address of the Company is: 5505 BLUE LAGOON DRIVE MIAMI, FL 33126 US 3. The name and address of the registered agent of the Company is: C T

BURGER KING SWEDEN, INC. BY LAWS ARTICLE I

exv3w12 Exhibit 3.12 BURGER KING SWEDEN, INC. BY LAWS ARTICLE I OFFICES Section 1. The principal office shall be located in Miami, Florida. Section 2. The corporation may also have offices at such other places both within and without the State of Florida as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF STOCKHOLD

BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 CUSIP Nos. 095231AA4 and U0929BAA8 Pursuant to the Prospectus, dat

EX-99.3 28 g25109exv99w3.htm EX-99.3 Exhibit 99.3 BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 for $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 CUSIP Nos. 095231AA4 and U0929BAA8 Pursuant to the Prospectus, dated , 2010 The Exchange Offer will expire at 12:00 midnight, New York City time, on [20 business

CERTIFICATE OF INCORPORATION TPC NUMBER FOUR, INC.

EX-3.19 18 g25109exv3w19.htm EX-3.19 Exhibit 3.19 CERTIFICATE OF INCORPORATION OF TPC NUMBER FOUR, INC. FIRST: The name of the Corporation is TPC Number Four, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at that ad

STATE OF FLORIDA ARTICLES OF INCORPORATION DISTRON TRANSPORTATION SYSTEMS, INC,

Exhibit 3.13 STATE OF FLORIDA ARTICLES OF INCORPORATION OF DISTRON TRANSPORTATION SYSTEMS, INC, The undersigned, acting as incorporators of a corporation under the Florida General Corporation Act, adopt the following Articles of Incorporation: FIRST: The name of the corporation is DISTRON TRANSPORTATION SYSTEMS, INC. SECOND: The period of its duration is perpetual. THIRD: The date and time of the

BY-LAWS MOXIE’S INC. (the “Corporation”) ARTICLE I Meetings of Shareholders

Exhibit 3.16 BY-LAWS OF MOXIE?S INC. (the ?Corporation?) ARTICLE I Meetings of Shareholders Section 1.1. Annual Meeting of Shareholders. An annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at 500 Park Blvd. Ste 815 Itasca; Illinois at 10:00 a.m. on the third Tuesday in May of each year, unl

ARTICLES OF INCORPORATION * UNITED STATES OF AMERICA OF * STATE OF LOUISIANA MOXIE’S, INC. * PARISH OF LAFAYETTE * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

EX-3.15 14 g25109exv3w15.htm EX-3.15 Exhibit 3.15 ARTICLES OF INCORPORATION * UNITED STATES OF AMERICA OF * STATE OF LOUISIANA MOXIE’S, INC. * PARISH OF LAFAYETTE * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * BE IT KNOWN, That on this 31st day of January, 1984, BEFORE ME, Darrell J. Stutes,

Burger King Holdings, Inc. and Subsidiaries Ratio of Earnings to Fixed Charges (In millions) Three Months Ended Years Ended June 30, Earnings: September 30, 2010 2010 2009 2008 2007 2006 Pretax income from continuing operations before cumulative effe

exv12w1 Exhibit 12.1 Burger King Holdings, Inc. and Subsidiaries Ratio of Earnings to Fixed Charges (In millions) Three Months Ended Years Ended June 30, Earnings: September 30, 2010 2010 2009 2008 2007 2006 Pretax income from continuing operations before cumulative effect of accounting changes $ 78.5 $ 284.3 $ 284.8 $ 293.0 $ 223.0 $ 80.0 Interest expense 12.5 49.6 57.3 67.1 73.0 81.0 Interest po

BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2010

EX-99.4 29 g25109exv99w4.htm EX-99.4 Exhibit 99.4 BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 for $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2010 The Exchange Offer will expire at 12:00 midnight, New York City time, on [20 business days after commencement], 2010, unl

BY-LAWS TPC NUMBER FOUR, INC. (hereinafter called the ?Corporation?) ARTICLE I

exv3w20 Exhibit 3.20 BY-LAWS OF TPC NUMBER FOUR, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Direc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST FSB (Exact name of trustee as specified in its charter) Federal Charter (State of incorpora

RESTATED ARTICLES OF INCORPORATION THE MELODIE CORPORATION

EX-3.17 16 g25109exv3w17.htm EX-3.17 Exhibit 3.17 RESTATED ARTICLES OF INCORPORATION of THE MELODIE CORPORATION Pursuant to the provisions of Section 53-13-7 of the New Mexico Business Corporation Act, the undersigned corporation, pursuant to a resolution duly adopted by its Board of Directors, hereby adopts the following Restated Articles of Incorporation: ARTICLE I The name of the corporation is

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.5 30 g25109exv99w5.htm EX-99.5 Exhibit 99.5 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF QUIK WOK, INC.

exv3w21 Exhibit 3.21 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF QUIK WOK, INC. Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation which changes the name of the corporation to “TQW Company”. 1. The name of the corporation is Quik Wok, Inc. 2. The following amendment

FILED 1992 OCT -8 PM 3.40 SECRETARY OF STATE TALLAHASSEE, FLORIDA STATE OF FLORIDA ARTICLES OF INCORPORATION OF BURGER KING SWEDEN INC.

EX-3.11 10 g25109exv3w11.htm EX-3.11 Exhibit 3.11 FILED 1992 OCT -8 PM 3.40 SECRETARY OF STATE TALLAHASSEE, FLORIDA STATE OF FLORIDA ARTICLES OF INCORPORATION OF BURGER KING SWEDEN INC. FIRST: The corporate name that satisfies the requirements of section 607.0401 is: BURGER KING SWEDEN INC. SECOND: The address of the principal office, if known, and the mailing address of the corporation is: 17777

AMENDED AND RESTATED OPERATING AGREEMENT BURGER KING INTERAMERICA, LLC

EX-3.10 9 g25109exv3w10.htm EX-3.10 Exhibit 3.10 AMENDED AND RESTATED OPERATING AGREEMENT OF BURGER KING INTERAMERICA, LLC This Amended and Restated Operating Agreement (this “Agreement”) of BURGER KING INTERAMERICA, LLC dated as of March 17, 2008 by Burger King Corporation, a Florida corporation (the “Member”), amends and restates the Operating Agreement of Burger King Interamerica, LLC dated as

BY-LAWS BK OF NEW HAMPSHIRE, INC.

EX-3.6 5 g25109exv3w6.htm EX-3.6 Exhibti 3.6 BY-LAWS OF BK OF NEW HAMPSHIRE, INC. BY-LAWS TABLE OF CONTENTS Page ARTICLE 1 — Stockholders 1 Section 1.1 Place of Meetings 1 Section 1.2 Annual Meeting 1 Section 1.3 Special Meetings 1 Section 1.4 Notice of Meetings 1 Section 1.5 Voting List 2 Section 1.6 Quorum 2 Section 1.7 Adjournments 2 Section 1.8 Voting and Proxies 2 Section 1.9 Action at Meetin

BYLAWS OF BK CDE, INC. ARTICLE I Meetings of Stockholders

Exhibit 3.8 BYLAWS OF BK CDE, INC. ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of suc

State of Delaware Secretary of State Division of Corporations Delivered 11:39 AM 03/03/2009 FILED 11:39 AM 03/03/2009 SRV 090229009 ? 4660914 FILE CERTIFICATE OF INCORPORATION BK CDE, INC.

exv3w7 Exhibit 3.7 State of Delaware Secretary of State Division of Corporations Delivered 11:39 AM 03/03/2009 FILED 11:39 AM 03/03/2009 SRV 090229009 — 4660914 FILE CERTIFICATE OF INCORPORATION OF BK CDE, INC. FIRST: The name of the corporation is BK CDE, Inc. SECOND: The address of its registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County

LETTER OF TRANSMITTAL BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2010

EX-99.1 26 g25109exv99w1.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 for $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2010 The Exchange Offer will expire at 12:00 midnight, New York City time, on [20 business days after co

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BK OF NEW HAMPSHIRE, INC.

EX-3.5 4 g25109exv3w5.htm EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BK OF NEW HAMPSHIRE, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, BK of New Hampshire, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: That the Board of Directors of

Amended Bylaws approved at the Annual Meeting of the Stockholder of Distron Transportation Systems, Inc. held on October 21, 1982. DISTRON TRANSPORTATION SYSTEMS, INC. ARTICLE I

Exhibit 3.14 Amended Bylaws approved at the Annual Meeting of the Stockholder of Distron Transportation Systems, Inc. held on October 21, 1982. DISTRON TRANSPORTATION SYSTEMS, INC. ***** BYLAWS ***** ARTICLE I OFFICES Section 1. The principal office shall be located in Miami, Florida. Section 2. The corporation may also have offices at such other places both within and without the State of Florida

NOTICE OF GUARANTEED DELIVERY BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated ,

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY BURGER KING CORPORATION Offer to Exchange $800,000,000 97/8% Senior Notes due 2018 for $800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933 Pursuant to the Prospectus, dated , 2010 The Exchange Offer will expire at 12:00 midnight, New York City time, on [20 business days after commencement], 2010, unless ext

As filed with the Securities and Exchange Commission on November 15, 2010

sv4 Table of Contents As filed with the Securities and Exchange Commission on November 15, 2010 Registration No.

BURGER KING HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of June 30, 2010 and 2009 3 Consolidated Statements of Income for eac

Exhibit 99.1 Item 8. Financial Statements and Supplementary Data BURGER KING HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of June 30, 2010 and 2009 3 Consolidated Statements of Income for each of the years in the three-year period ended June 30, 2010 4 Consolidated Statements

Financial Statements and Exhibits, Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2010 BURGER KING HOLDINGS, INC.

Financial Statements and Exhibits, Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2010 BURGER KING HOLDINGS, INC.

PART I — Financial Information

EX-99.1 2 g25156exv99w1.htm EX-99.1 Exhibit 99.1 PART I — Financial Information Item 1. Financial Statements BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) As of September 30, June 30, 2010 2010 (In millions, except share data) Assets Current assets: Cash and cash equivalents $ 247.9 $ 187.6 Trade and notes receivable, net 142.0 142.9 Prepaids and oth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 g25218e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2010 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-32875 75-3095469 (State or Other Jurisdiction

[signature page follows]

Exhibit 10.73 AMENDMENT NO. 1, dated as of September 30, 2010 (this ?Amendment?), to the Amended and Restated Employment Agreement (the ?Employment Agreement?) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the ?Company?) and Charles M. Fallon (the ?Executive?), dated as of December 8, 2008. WHEREAS, pursuant to the Agreement and Plan of Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

10-Q 1 g24636e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32875 BURGER KING HOLDINGS, INC. (Exact name of registrant as specified

SEPARATION AGREEMENT AND GENERAL RELEASE

EX-10.72 3 g25016exv10w72.htm EX-10.72 Exhibit 10.72 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”), dated October 20, 2010, is entered into by and between Burger King Corporation (the “Company”), and Peter C. Smith (“you”). 1. Separation from Employment. You acknowledge and agree that, pursuant to Section 3(a) of the employment agreement

Burger King Holdings, Inc. Announces Senior Management Changes

Exhibit 99.1 Burger King Holdings, Inc. Announces Senior Management Changes Miami—October 25, 2010—Burger King Holdings, Inc. (the “Company”) today announced changes to its senior management team. Effective immediately, the following executives have been appointed to their respective new roles: § Jonathan Fitzpatrick, Executive Vice President, Global Operations. Mr. Fitzpatrick was previously the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2010 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction (Commission (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Burger King Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) (CUSIP N

sc13d UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Burger King Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 121208201 (CUSIP Number) Eric Hirschhorn, Esq. Burger King Worldwide Holdings, Inc. (f/k/a Blue Acquisition Holding Corporation) c/o 3G Capital, Inc. 60

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 15, 2010 BURGER KING HOLDINGS, INC.

BLUE ACQUISITION SUB, INC. WILMINGTON TRUST FSB, AS TRUSTEE 9?% Senior Notes due 2018 Dated as of October 19, 2010

Exhibit 4.2 EXECUTION VERSION BLUE ACQUISITION SUB, INC. AND WILMINGTON TRUST FSB, AS TRUSTEE 9?% Senior Notes due 2018 INDENTURE Dated as of October 19, 2010 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 35 SECTION 1.3. Incorporation by Reference of Trust Indenture Act 38 SECTION 1.4. Rules of Construction 3

[Signature Page to Joinder to Purchase Agreement]

EX-10.67 7 g24925exv10w67.htm EX-10.67 Exhibit 10.67 October 19, 2010 J.P. Morgan Securities LLC Barclays Capital Inc. as Representatives of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated October

Joinder to Registration Rights Agreement

Exhibit 10.69 Joinder to Registration Rights Agreement October 19, 2010 J.P. Morgan Securities LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the ?Registration Rights Agreement?) dated as of October 19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware corporation (?Merger Sub?), an

3G Capital Completes Acquisition of Burger King Holdings, Inc.

Exhibit 99.1 News Release 3G Capital Completes Acquisition of Burger King Holdings, Inc. Miami and New York?October 19, 2010?Burger King Holdings, Inc. (NYSE: BKC) (the ?Company?) and 3G Capital today announced the completion of the previously announced transaction for an affiliate of 3G Capital to acquire the Company for $24.00 per share in cash, or approximately $4.0 billion in the aggregate, in

GUARANTEE AND COLLATERAL AGREEMENT made by BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., BURGER KING CORPORATION, and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 19, 20

EX-10.71 11 g24925exv10w71.htm EX-10.71 Exhibit 10.71 EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT made by BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., BURGER KING CORPORATION, and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 19, 2010 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 SECTION 1.1. Definitions 2

REGISTRATION RIGHTS AGREEMENT

EX-10.68 8 g24925exv10w68.htm EX-10.68 Exhibit 10.68 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2010 (the “Agreement”), is entered into by and among Blue Acquisition Sub, Inc., a Delaware corporation (the “Merger Sub”), the guarantors listed on the signature pages hereto (the “Guarantors”) and J.P. Morgan Securities LLC for itself an

BYLAWS BURGER KING HOLDINGS, INC. A Delaware Corporation ARTICLE I

EX-3.2 3 g24925exv3w2.htm EX-3.2 Exhibit 3.2 BYLAWS OF BURGER KING HOLDINGS, INC. A Delaware Corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporat

W I T N E S S E T H:

EX-4.3 5 g24925exv4w3.htm EX-4.3 Exhibit 4.3 This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of October 19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Burger King Corporation, a Florida corporation (“Successor”), and a wholly-owned subsidiary of Burger King Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary G

BLUE ACQUISITION SUB, INC. (to be merged with and into Burger King Holdings, Inc.) 9.875% Senior Notes due 2018 Purchase Agreement

EX-10.66 6 g24925exv10w66.htm EX-10.66 Exhibit 10.66 EXECUTION VERSION BLUE ACQUISITION SUB, INC. (to be merged with and into Burger King Holdings, Inc.) $800,000,000 9.875% Senior Notes due 2018 Purchase Agreement October 1, 2010 J.P. Morgan Securities LLC Barclays Capital Inc. as Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madi

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BURGER KING HOLDINGS, INC. ARTICLE ONE

EX-3.1 2 g24925exv3w1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BURGER KING HOLDINGS, INC. ARTICLE ONE The name of the corporation is Burger King Holdings, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castl

CREDIT AGREEMENT dated as of October 19, 2010, BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., as Initial Borrower (to be merged with and into Holdings) BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A.

EX-10.70 10 g24925exv10w70.htm EX-10.70 Exhibit 10.70 EXECUTION VERSION CREDIT AGREEMENT dated as of October 19, 2010, among BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., as Initial Borrower (to be merged with and into Holdings) BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS CAPITAL, as Syndication Agent, and F

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 1, 2010, pursuant to the provisions of Rule 12d2-2 (a).

3G Capital Announces Successful Completion of Tender Offer for Burger King Holdings Inc. with over 93% of Shares Tendered

EX-99.A.1.K 2 y86864aexv99waw1wk.htm EX-99.A.1.K Exhibit (a)(1)(k) 3G Capital Announces Successful Completion of Tender Offer for Burger King Holdings Inc. with over 93% of Shares Tendered NEW YORK—3G Capital announced today that Blue Acquisition Sub, Inc., an entity controlled by 3G Special Situations Fund II, L.P., has accepted for payment all shares of common stock of Burger King Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) BURGER KING HOLDINGS, INC. (N

sctovtza UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer)) BLUE ACQUISITION HOLDING CORPORATION BLUE ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) 3G SPECIA

BURGER KING HOLDINGS, INC. ANNOUNCES END OF “GO-SHOP” PERIOD

EX-99.A.20 3 g24876exv99waw20.htm EX-99.A.20 Exhibit (a)(20) BURGER KING HOLDINGS, INC. ANNOUNCES END OF “GO-SHOP” PERIOD MIAMI — October 13, 2010 — Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) today announced the expiration of the “go-shop” period pursuant to the terms of the previously announced merger agreement, dated as of September 2, 2010, which contemplates the acquisition of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Burger King Holdings, Inc. (Name of Subject C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 121208201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

Burger King Merger Transaction Frequently Asked Questions and Answers For Burger King Employees

EX-99.A.19 2 g24876exv99waw19.htm EX-99.A.19 Exhibit (a)(19) Burger King Merger Transaction Frequently Asked Questions and Answers For Burger King Employees 1. What is the transaction between Burger King and 3G? In the Burger King Merger transaction, 3G has offered to purchase all of the company’s stock for $24 per share in cash. This type of transaction is known as a “tender offer”. If you own sh

October 7, 2010

corresp October 7, 2010 Melissa Duru Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

Frequently Asked Questions

EX-99.A.18 2 g24802exv99waw18.htm EX-(A)(18) Exhibit (a)(18) Frequently Asked Questions 1. How do I tender shares I own of BK Holdings, Inc. Common Stock and how can I get information about the purchase of my shares at closing? (Applies to shares that are owned outright and is not applicable to outstanding BK equity grants including unvested shares and unexercised options) • To voluntarily tender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 121208201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 121208201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) BURGER KING HOLDINGS, INC. (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer)) BLUE ACQUISITION HOLDING CORPORATION BLUE ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) 3G SPECIAL SITUATI

Burger King Holdings, Inc. and 3G Capital Announce Early Termination of HSR Waiting Period

EX-99.A.1.J 2 y86864exv99waw1wj.htm EX-99.A.1.J Exhibit (a)(1)(J) Burger King Holdings, Inc. and 3G Capital Announce Early Termination of HSR Waiting Period Miami and New York, September 29, 2010 — Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Burger King Holdings, Inc. (Name of Subject C

sc14d9za UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Burger King Holdings, Inc. and 3G Capital Announce Early Termination of HSR Waiting Period

Exhibit (a)(17) Burger King Holdings, Inc. and 3G Capital Announce Early Termination of HSR Waiting Period Miami and New York, September 29, 2010 ? Burger King Holdings, Inc. (NYSE: BKC) (the ?Company?) and 3G Capital today announced that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy S

Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131

Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 September 24, 2010 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3287

Offer To Purchase For Cash All Outstanding Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE

EX-99.A.1.E 6 y86597exv99waw1we.htm EX-99.A.1.E Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE ACQUISITION HOLDING CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDN

2

EX-99.1 2 g24671exv99w1.htm EX-99.1 Exhibit 99.1 September 16, 2010 07:00 AM Eastern Daylight Time 3G Capital Commences Tender Offer for All Shares of Burger King Holdings, Inc. Previously-Announced Offer Price of $24.00 Per Share in Cash MIAMI & NEW YORK—(BUSINESS WIRE)—Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced that an entity controlled by 3G Capital, Bl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 16, 2010 BURGER KING HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 16, 2010 BURGER KING HOLDINGS, INC.

2

EX-99.1 2 g24671exv99w1.htm EX-99.1 Exhibit 99.1 September 16, 2010 07:00 AM Eastern Daylight Time 3G Capital Commences Tender Offer for All Shares of Burger King Holdings, Inc. Previously-Announced Offer Price of $24.00 Per Share in Cash MIAMI & NEW YORK—(BUSINESS WIRE)—Burger King Holdings, Inc. (NYSE:BKC) (the “Company”) and 3G Capital today announced that an entity controlled by 3G Capital, Bl

Offer To Purchase For Cash All Outstanding Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE

EX-99.A.1.D 5 y86597exv99waw1wd.htm EX-99.A.1.D Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE ACQUISITION HOLDING CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDN

LIMITED GUARANTY

Exhibit (d)(3) LIMITED GUARANTY This Limited Guaranty, dated as of September 2, 2010 (this ?Limited Guaranty?), is delivered by 3G Special Situations Fund II L.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-99.E.11 4 g24638exv99wew11.htm EX-99.E.11 Exhibit (e)(11) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Anne Chwat (“Executive”). WITNESSETH: WHEREAS, Executive commenced emplo

INDEMNITY AGREEMENT

Exhibit (e)(16) INDEMNITY AGREEMENT This Indemnity Agreement (the ?Agreement?) is made as of the 4th day of May, 2010 (the ?Effective Date?), between BURGER KING CORPORATION, a Florida corporation (?BKC?), and NATALIA FRANCO (?Executive?).

September 16, 2010

exv99waw14 September 16, 2010 Dear Stockholder: On behalf of the Board of Directors of Burger King Holdings, Inc.

NON-DISCLOSURE AND STANDSTILL AGREEMENT

EX-99.E.4 3 g24638exv99wew4.htm EX-99.E.4 Exhibit (e)(4) NON-DISCLOSURE AND STANDSTILL AGREEMENT April 26, 2010 3G Capital Partners Ltd. 600 Third Avenue, 37th Floor New York, NY 10016 Attn: Alexandre Behring Managing Director Dear Mr. Behring: 1. Background. To facilitate discussions relating to a possible transaction (the “Potential Transaction”) between Burger King Holdings, Inc. (together with

J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10017 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 BARCLAYS CAPITAL 745 Seventh Avenue New York, New York 10019

Exhibit (d)(5) EXECUTION VERSION J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10017 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 BARCLAYS CAPITAL 745 Seventh Avenue New York, New York 10019 September 2, 2010 Blue Acquisition Sub, Inc. c/o 3G Capital Partners Ltd. 600 Third Avenue 37th Floor New York, New York 10016 Attention: Alexandre Behring Project Blue

Equity Commitment Letter 3G Special Situations Fund II L.P. c/o 3G Capital Partners Ltd. 600 Third Avenue 37th Floor New York, New York 10016 September 2, 2010

exv99wdw4 Exhibit (d)(4) Equity Commitment Letter 3G Special Situations Fund II L.

3G Capital Commences Tender Offer for All Shares of Burger King Holdings, Inc. — Previously-Announced Offer Price of $24.00 Per Share in Cash —

EX-99.A.1.I 8 y86597exv99waw1wi.htm EX-99.A.1.I Exhibit (A)(1)(l) 3G Capital Commences Tender Offer for All Shares of Burger King Holdings, Inc. — Previously-Announced Offer Price of $24.00 Per Share in Cash — Miami and New York, September 16, 2010 — Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that an entity controlled by 3G Capital, Blue Acquisition Sub,

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLU

exv99waw1wc Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of BURGER KING HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Com

sctovt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer)) BLUE ACQUISITION HOLDING CORPORATION BLUE ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) 3G SPECIAL SITUATIONS FUND II

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit (e)(14) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the ?Company?), and Julio Ramirez (?Executive?).

EMPLOYMENT AGREEMENT

Exhibit (e)(17) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into this 10th day of July, 2009, by and between Burger King Europe GmbH, an entity organized under the laws of Switzerland (together with any Successor thereto, the ?Company?), and Kevin Higgins (?Executive?).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 16, 2010 BURGER KING HOLDINGS, INC.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock BURGER KING HOLDINGS, INC. $24.00 Net Per Share BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE ACQUISITION HOLDING CORPORATION, a corporation controlled

EX-99.A.1.H 7 y86597exv99waw1wh.htm EX-99.A.1.H Exhibit (a)(1)(H) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated September 16, 2010, and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to (nor will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Burger King Holdings, Inc. (Name of Subject Company) Burger King Holdings, Inc. (Name of Pe

sc14d9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Offer to Purchase for Cash All Outstanding Shares of Common Stock BURGER KING HOLDINGS, INC. $24.00 Net Per Share BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE ACQUISITION HOLDING CORPORATION

EX-99.A.1.A 2 y86597exv99waw1wa.htm EX-99.A.1.A Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of BURGER KING HOLDINGS, INC. at $24.00 Net Per Share by BLUE ACQUISITION SUB, INC., a direct wholly-owned subsidiary of BLUE ACQUISITION HOLDING CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 14,

LETTER OF TRANSMITTAL To Tender Shares of Common Stock BURGER KING HOLDINGS, INC., a Delaware corporation $24.00 NET PER SHARE Pursuant to the Offer to Purchase dated September 16, 2010 BLUE ACQUISITION SUB, INC., a Delaware corporation a direct whol

exv99waw1wb Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of BURGER KING HOLDINGS, INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

exv99wew12 Exhibit (e)(12) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Peter C.

EMPLOYMENT AGREEMENT

Exhibit (e)(15) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into this 4th day of May, 2010, by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the ?Company?), and Natalia Franco (?Executive?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company) BURGER KIN

sc14d9c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company) BURGER KING HOLDINGS, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 121208201 (CUSIP Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer)) BLUE ACQUISITION HOLDING CORPORATION BLUE ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) 3G SPECIAL SITUATIONS FUND II, L.P. (Name of

BERNARDO HEES TO BE APPOINTED CHIEF EXECUTIVE OFFICER OF BURGER KING HOLDINGS, INC. FOLLOWING COMPLETION OF ACQUISITION BY 3G CAPITAL

EX-99.1 2 a10-168442ex99d1.htm EX-99.1 Exhibit 99.1 BERNARDO HEES TO BE APPOINTED CHIEF EXECUTIVE OFFICER OF BURGER KING HOLDINGS, INC. FOLLOWING COMPLETION OF ACQUISITION BY 3G CAPITAL NEW YORK — September 9, 2010 — 3G Capital today announced plans to appoint Bernardo Hees as Chief Executive Officer of Burger King Holdings, Inc. (NYSE: BKC) upon completion of its pending acquisition of Burger Kin

AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. BURGER KING HOLDINGS, INC. dated as of September 2, 2010

exv2w1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. and BURGER KING HOLDINGS, INC. dated as of September 2, 2010 The Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of

AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. BURGER KING HOLDINGS, INC. dated as of September 2, 2010

exv2w1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. and BURGER KING HOLDINGS, INC. dated as of September 2, 2010 The Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of

STOCKHOLDER TENDER AGREEMENT

EX-99.2 8 g24560exv99w2.htm EX-99.2 Exhibit 99.2 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”). WHEREAS, each Stockholder is, as of the date hereof, the record and/or bene

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 1, 2010 BURGER KING HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 1, 2010 BURGER KING HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 1, 2010 BURGER KING HOLDINGS, INC.

STOCKHOLDER TENDER AGREEMENT

exv99w3 Exhibit 99.3 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”). WHEREAS, each Stockholder is, as of the date hereof, the record and/or beneficial owner (as defined in

“Terms and Conditions Applicable to Trust

EX-10.63 4 g24560exv10w63.htm EX-10.63 Exhibit 10.63 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Ben Wells (the “Executive”), dated as of December 8, 2008. WHEREAS,

[signature page follows]

exv10w65 Exhibit 10.65 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Peter Smith (the “Executive”), dated as of December 8, 2008. WHEREAS, pursuant to the Agreement an

“Terms and Conditions Applicable to Trust

EX-10.64 5 g24560exv10w64.htm EX-10.64 Exhibit 10.64 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Anne Chwat (the “Executive”), dated as of December 8, 2008. WHEREAS,

STOCKHOLDER TENDER AGREEMENT

Exhibit 99.1 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this ?Agreement?), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the ?Company?), and the stockholders listed on the signature pages hereto (each a ?Stockholder?). WHEREAS, each Stockholder is, as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d

STOCKHOLDER TENDER AGREEMENT

EX-99.3 9 g24560exv99w3.htm EX-99.3 Exhibit 99.3 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”). WHEREAS, each Stockholder is, as of the date hereof, the record and/or bene

?Terms and Conditions Applicable to Trust

exv10w64 Exhibit 10.64 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Anne Chwat (the “Executive”), dated as of December 8, 2008. WHEREAS, pursuant to the Agreement and

STOCKHOLDER TENDER AGREEMENT

Exhibit 99.2 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”). WHEREAS, each Stockholder is, as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d

?Terms and Conditions Applicable to Trust

exv10w63 Exhibit 10.63 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Ben Wells (the “Executive”), dated as of December 8, 2008. WHEREAS, pursuant to the Agreement and

STOCKHOLDER TENDER AGREEMENT

Exhibit 99.1 STOCKHOLDER TENDER AGREEMENT STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”). WHEREAS, each Stockholder is, as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d

?Terms and Conditions Applicable to Trust

exv10w62 Exhibit 10.62 EXECUTION COPY AMENDMENT NO. 1, dated September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”), and John W. Chidsey (the “Executive”), dated as of April 1, 2010. WHEREAS, pursuant to the Agreement and Pl

“Terms and Conditions Applicable to Trust

EX-10.62 3 g24560exv10w62.htm EX-10.62 Exhibit 10.62 EXECUTION COPY AMENDMENT NO. 1, dated September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”), and John W. Chidsey (the “Executive”), dated as of April 1, 2010. WHEREAS, pu

[signature page follows]

exv10w65 Exhibit 10.65 EXECUTION COPY AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Peter Smith (the “Executive”), dated as of December 8, 2008. WHEREAS, pursuant to the Agreement an

BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL Shareholders to Receive $24.00 in Cash Per Share Transaction Valued at $4.0 Billion

EX-99.1 2 a10-168441ex99d1.htm EX-99.1 Exhibit 99.1 News Release BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL Shareholders to Receive $24.00 in Cash Per Share Transaction Valued at $4.0 Billion MIAMI and NEW YORK — September 2, 2010 — Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that they have entered into a definitive agreement under which affil

BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL

Exhibit 99.1 News Release BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL Shareholders to Receive $24.00 in Cash Per Share Transaction Valued at $4.0 Billion MIAMI and NEW YORK – September 2, 2010 – Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that they have entered into a definitive agreement under which affiliates of 3G Capital will acquire the st

THE FOLLOWING IS FROM JOHN CHIDSEY, CHIEF EXECUTIVE OFFICER TO ALL GLOBAL FRANCHISEES:

Exhibit 99.3 THE FOLLOWING IS FROM JOHN CHIDSEY, CHIEF EXECUTIVE OFFICER TO ALL GLOBAL FRANCHISEES: Today we announced a significant and positive development for all of us in the BURGER KING® family. We announced that the Board of Directors has unanimously approved the sale of BURGER KING® to affiliates of 3G Capital (“3G”) in a transaction that will take the Company private. 3G is a highly regard

To All BKC Global Employees:

EX-99.2 3 bkcex99-2.htm EXHIBIT 99.2 - LETTER TO EMPLOYEES, DATED SEPTEMBER 2, 2010 Exhibit 99.2 To All BKC Global Employees: I am writing to inform you of a significant and positive development for all of us in the BURGER KING® family. We have just announced that the Board of Directors has unanimously approved the sale of the BURGER KING® brand to affiliates of 3G Capital (“3G”) in a transaction

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2010 BURGER KING HOLDINGS, INC.

THE FOLLOWING IS FROM JOHN CHIDSEY, CHIEF EXECUTIVE OFFICER TO ALL GLOBAL FRANCHISEES:

EX-99.3 4 bkcex99-3.htm EXHIBIT 99.3 - LETTER TO FRANCHISEES, DATED SEPTEMBER 2, 2010 Exhibit 99.3 THE FOLLOWING IS FROM JOHN CHIDSEY, CHIEF EXECUTIVE OFFICER TO ALL GLOBAL FRANCHISEES: Today we announced a significant and positive development for all of us in the BURGER KING® family. We announced that the Board of Directors has unanimously approved the sale of BURGER KING® to affiliates of 3G Cap

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer))

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company (Issuer)) BLUE ACQUISITION HOLDING CORPORATION BLUE ACQUISITION SUB, INC. (Name of Filing Persons (Offeror)) 3G SPECIAL SITUATIONS FUND II, L.P. (Name of Filin

BURGER KING® System Suppliers and Vendors

EX-99.4 5 bkcex99-4.htm EXHIBIT 99.4 - LETTER TO VENDORS AND SUPPLIERS, DATED SEPTEMBER 2, 2010 Exhibit 99.4 To: BURGER KING® System Suppliers and Vendors From: John W. Chidsey, Chief Executive Officer Date: September 2, 2010 Re: Today’s Announcement As a valued business partner to the BURGER KING® system, I am writing to inform you that we have just announced that the Board of Directors has unani

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company) BURGER KING HOLDINGS, INC. (Name of Pe

SC 14D9 1 bkcsc14d9.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BURGER KING HOLDINGS, INC. (Name of Subject Company) BURGER KING HOLDINGS, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 1212

BURGER KING® System Suppliers and Vendors

Exhibit 99.4 To: BURGER KING? System Suppliers and Vendors From: John W. Chidsey, Chief Executive Officer Date: September 2, 2010 Re: Today?s Announcement As a valued business partner to the BURGER KING? system, I am writing to inform you that we have just announced that the Board of Directors has unanimously approved the sale of the BURGER KING? brand to affiliates of 3G Capital (?3G?) in a trans

BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL

EX-99.1 2 bkcex99-1.htm EXHIBIT 99.1 - PRESS RELEASE, ISSUED BY THE COMPANY, DATED SEPTEMBER 2, 2010 Exhibit 99.1 News Release BURGER KING HOLDINGS, INC. TO BE ACQUIRED BY 3G CAPITAL Shareholders to Receive $24.00 in Cash Per Share Transaction Valued at $4.0 Billion MIAMI and NEW YORK – September 2, 2010 – Burger King Holdings, Inc. (NYSE: BKC) (the “Company”) and 3G Capital today announced that t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2010 BURGER KING HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549] FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 2, 2010 BURGER KING HOLDINGS, INC.

To All BKC Global Employees:

Exhibit 99.2 To All BKC Global Employees: I am writing to inform you of a significant and positive development for all of us in the BURGER KING® family. We have just announced that the Board of Directors has unanimously approved the sale of the BURGER KING® brand to affiliates of 3G Capital (“3G”) in a transaction that will take the Company private. 3G is a highly regarded global investment compan

BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD

EX-10.60 2 g24453exv10w60.htm EX-10.60 Exhibit 10.60 BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD Unless defined in this Restricted Stock Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”). Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2010 or o TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32875

BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K. Japan BK Asiapac, Pte. Ltd. S

Exhibit 21.1 BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K. Japan BK Asiapac, Pte. Ltd. Singapore BK Card Company, LLC Florida BK CDE, Inc. Delaware BK Grundstucksverwaltungs Beteiligungs GmbH Germany BK Grundstucksverwaltungs

BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD

EX-10.61 3 g24453exv10w61.htm EX-10.61 Exhibit 10.61 BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Unless defined in this Restricted Stock Unit Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2010 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (Commission

Burger King Holdings, Inc. Reports Fourth Quarter and Full Fiscal 2010 Results

Exhibit 99 Burger King Holdings, Inc. Reports Fourth Quarter and Full Fiscal 2010 Results MIAMI-(BUSINESS WIRE)-August 24, 2010-Burger King Holdings, Inc. (NYSE:BKC) today reported results for the fourth quarter and full fiscal year 2010. Key highlights of the company?s fourth quarter and full fiscal year 2010 results include: Fourth quarter fiscal 2010: Worldwide comparable sales were negative 0.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2010 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SE

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2010 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction (Commission (IRS Employer of

Burger King Holdings, Inc. to present today at Goldman Sachs Lodging, Gaming, Restaurant & Leisure Conference Company to provide strategic overview and updated fiscal 2010 guidance

Exhibit 99.1 Burger King Holdings, Inc. to present today at Goldman Sachs Lodging, Gaming, Restaurant & Leisure Conference Company to provide strategic overview and updated fiscal 2010 guidance Miami, June 7, 2010 (Business Wire) — Burger King Holdings, Inc., (NYSE:BKC) will present at the Goldman Sachs Lodging, Gaming, Restaurant & Leisure Conference today at the Goldman Sachs Conference Center,

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.59 2 g23160exv10w59.htm EX-10.59 Exhibit 10.59 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 1st day of April 2010 by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”), and John W. Chidsey (“Executive”). WHEREAS, Executive commenced employment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Burger King Holdings, Inc. Reports Third Quarter Fiscal 2010 Results

Exhibit 99 Burger King Holdings, Inc. Reports Third Quarter Fiscal 2010 Results MIAMI-(BUSINESS WIRE)-April 29, 2010-Burger King Holdings, Inc. (NYSE:BKC) today reported results for the third quarter of fiscal 2010. Key highlights of the company?s third quarter results include: Worldwide comparable sales were negative 3.7 percent compared to positive 1.0 percent in the same period last year; U.S.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2010 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction of

March 31, 2010

March 31, 2010 J. Nolan McWilliams Attorney-Advisor United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Mail Stop 3561 Re: Burger King Holdings, Inc. Form 10-K Filed August 27, 2009 File No. 001-32875 Definitive Proxy Statement on Schedule 14A Filed October 8, 2009 Dear Mr. McWilliams: On behalf of Burger King Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Burger King Holdings, Inc. (Name of issuer) Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Burger King Holdings, Inc. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 121208201 (CUSIP number) December 31, 2009 (Date of event which requires filing of

SEPARATION AGREEMENT AND GENERAL RELEASE

EX-10.58 2 g22000exv10w58.htm EX-10.58 Exhibit 10.58 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”), dated November 5, 2009, is entered into by and between Burger King Corporation (the “Company”), and Russell B. Klein (“you”). 1. Separation from Employment. This Agreement contains the mutual resolution we agreed upon regarding your separat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

10-Q 1 g22000e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Burger King Holdings Inc. Reports Second Quarter Fiscal 2010 Results Worldwide Net Restaurant Expansion Continues Earnings Per Share Increase 12 Percent Year-over-Year

Exhibit 99 Burger King Holdings Inc. Reports Second Quarter Fiscal 2010 Results Worldwide Net Restaurant Expansion Continues Earnings Per Share Increase 12 Percent Year-over-Year MIAMI-(BUSINESS WIRE)-February 4, 2010-Burger King Holdings Inc. (NYSE:BKC) today reported results for the second quarter of fiscal 2010. Key highlights of the company?s second quarter results include: Robust development

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 4, 2010 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 20, 2010 BURGER KING HOLDIN

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 20, 2010 BURGER KING HOLDINGS, INC.

Russ Klein Resigns as President, Global Marketing Strategy and Innovation for Burger King Corp. Peter Robinson to Oversee Global Marketing on an Interim Basis

Exhibit 99.1 Russ Klein Resigns as President, Global Marketing Strategy and Innovation for Burger King Corp. Peter Robinson to Oversee Global Marketing on an Interim Basis MIAMI — Nov. 10, 2009 Burger King Corp. (NYSE:BKC) announced today that Russ Klein, the Company’s president, global marketing strategy and innovation will resign effective Dec. 15, 2009 due to personal reasons. Peter Robinson, B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2009 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction (Commission (IRS Employer of

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

exv10w57 Exhibit 10.57 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the “Amendment”) is made as of the 30th day of September, 2009, between BURGER KING CORPORATION, a Florida corporation (the “Company”), and Peter Robinson (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement, unless otherwise

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2009 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction o

Burger King Holdings Inc. Reports First Quarter Fiscal 2010 Results Company Continues Strong Net Restaurant Growth Globally

Exhibit 99 Burger King Holdings Inc. Reports First Quarter Fiscal 2010 Results Company Continues Strong Net Restaurant Growth Globally MIAMI-(BUSINESS WIRE)-October 29, 2009-Burger King Holdings Inc. (NYSE:BKC) today reported results for the first quarter of fiscal 2010. First Quarter Highlights: Solid development growth across all business segments as net restaurant count increased by 58 with int

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2009 BURGER KING HOLD

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2009 BURGER KING HOLDINGS, INC.

BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico B.K. Services, Ltd. Delaware BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K.

EX-21.1 8 g20346exv21w1.htm EX-21.1 Exhibit 21.1 BURGER KING HOLDINGS, INC. List of Subsidiaries Entity Name Jurisdiction Administracion de Comidas Rapidas, S.A. de C.V. Mexico B.K. Services, Ltd. Delaware BK Acquisition, Inc. Delaware BK Argentina Servicios, S.A. Argentina BK Asiapac (Japan) Y.K. Japan BK Asiapac, Pte. Ltd. Singapore BK Card Company, LLC Florida BK CDE, Inc. Delaware BK Grundstuc

BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD

EX-10.56 7 g20346exv10w56.htm EX-10.56 Exhibit 10.56 BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD Unless defined in this Performance Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”). Pursuant to Sectio

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.52 3 g20346exv10w52.htm EX-10.52 Exhibit 10.52 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Charles M. Fallon (“Executive”). WITNESSETH: WHEREAS, Executive commenced employ

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.54 5 g20346exv10w54.htm EX-10.54 Exhibit 10.54 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Ben Wells (“Executive”). WITNESSETH: WHEREAS, Executive commenced employment wit

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.53 4 g20346exv10w53.htm EX-10.53 Exhibit 10.53 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 8, 2008 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Russell B. Klein (“Executive”). WITNESSETH: WHEREAS, Executive commenced employm

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.51 2 g20346exv10w51.htm EX-10.51 Exhibit 10.51 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 16th day of December 2008 by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”), and John Chidsey (“Executive”). WHEREAS, Executive commenced employmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2009 or o TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32875

BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD RESTRICTED STOCK UNITS

EX-10.55 6 g20346exv10w55.htm EX-10.55 Exhibit 10.55 BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD RESTRICTED STOCK UNITS Unless defined in this Performance Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Pla

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2009 Commission file number: 001-32875 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-3095469 (State or Other Jurisdiction of I

Burger King Holdings Inc. Reports Fourth Quarter and Full Fiscal 2009 Results Company Posts Strongest Net Restaurant Growth in Almost a Decade Completes Six Consecutive Years of Positive Comparable Sales Cash Flow from Operations up 28 Percent Compar

Exhibit 99 Burger King Holdings Inc. Reports Fourth Quarter and Full Fiscal 2009 Results Company Posts Strongest Net Restaurant Growth in Almost a Decade Completes Six Consecutive Years of Positive Comparable Sales Cash Flow from Operations up 28 Percent Compared to Prior Year MIAMI-(BUSINESS WIRE)-August 25, 2009-Burger King Holdings Inc. (NYSE:BKC) today reported results for the fourth quarter a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2009 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2009 BURGER KING HOLDINGS

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2009 BURGER KING HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (C

AMENDED AND RESTATED BURGER KING HOLDINGS, INC. ARTICLE I

EX-3.1 2 dex31.htm AMENDED AND RESTATED BYLAWS Exhibit 3.1 Adopted May 28, 2009 Effective as of the date of the Corporation’s 2009 Annual Meeting of Stockholders AMENDED AND RESTATED BY-LAWS OF BURGER KING HOLDINGS, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

10-Q 1 g18907e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

Burger King Holdings, Inc. Reports Third Quarter Fiscal 2009 Results Continued Growth Across Key Business Drivers: Positive Comparable Sales and Net Restaurant Growth

Exhibit 99 Burger King Holdings, Inc. Reports Third Quarter Fiscal 2009 Results Continued Growth Across Key Business Drivers: Positive Comparable Sales and Net Restaurant Growth MIAMI-(BUSINESS WIRE)-April 29, 2009-Burger King Holdings, Inc. (NYSE:BKC): Highlights: 21st consecutive quarter of worldwide positive comparable sales; up 1.0% despite a 1 point negative calendar shift as 3Q F?08 included

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2009 BURGER KING HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32875 75-3095469 (State or Other Jurisdiction of Incorporation) (Commissi