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 Filing Persons(Other Person(s))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
121208201
(CUSIP Number of Class of Securities)
Eric Hirschhorn, Esq.
Blue Acquisition Holding Corporation
c/o 3G Capital, Inc.
600 Third Avenue 37th Floor
New York, New York 10016
(212) 893-6727
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Stephen Fraidin, Esq.
William B. Sorabella, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
CALCULATION OF FILING FEE
Transaction Valuation
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Amount of Filing Fee
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Not Applicable
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Not Applicable
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o
Check the box if any part of
the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration
No.:
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N/A
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Date Filed:
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N/A
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x
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
x
third-party tender offer
subject to Rule 14d-1.
o
issuer tender offer subject
to Rule 13e-4.
o
going-private transaction
subject to Rule 13e-3.
o
amendment to Schedule 13D
under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer:
o
If applicable, check the
appropriate box(es) below to designate the appropriate rule provision(s) relied
upon:
o
Rule 13e-4(i) (Cross-Border
Issuer Tender Offer).
o
Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer).
This
filing relates solely to preliminary communications made before the
commencement of a planned tender offer by Blue Acquisition Sub, Inc. (Purchaser),
a wholly-owned subsidiary of Blue Acquisition Holding Corporation (Parent),
for all of the outstanding common stock of Burger King Holdings, Inc. (the
Company), to be commenced pursuant to the Agreement and Plan of Merger, dated
September 2, 2010, by and among Parent, Purchaser and the Company. Parent
is an affiliate of 3G Special Situations Fund II, L.P.
The
exhibit is neither an offer to purchase nor solicitation of an offer to sell
securities. The tender offer for the outstanding shares of the Companys common
stock described in this filing has not commenced. At the time the offer is
commenced, Purchaser will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission (the SEC), and the Company will file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the
offer. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information that should be read carefully
before any decision is made with respect to the tender offer. Those materials
will be made available to the Companys stockholders at no expense to them. In
addition, all of those materials (and all other offer documents filed with the
SEC) will be available at no charge on the SECs website: www.sec.gov.
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