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 12, 2012
Commission file number: 001-35511
BURGER KING WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 45-5011014 | |
| (State or Other Jurisdiction | (IRS Employer | |
| of Incorporation) | Identification No.) | |
| 5505 Blue Lagoon Drive, Miami, Florida | 33126 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(305) 378-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On December 12, 2012, Burger King Worldwide, Inc.(the “Company”) announced that it had entered into a joint venture agreement (the “Agreement”) with ALSEA, S.A.B. de C.V. (“ALSEA”). Under the Agreement, Burger King Corporation, a wholly-owned subsidiary of the Company, contributed to the joint venture all of its 97 BURGER KING® company-owned restaurants in Mexico in exchange for cash and a minority interest in the joint venture. ALSEA, through the joint venture, will become the master franchisee, have operating control of the BURGER KING® brand throughout Mexico and will have exclusivity for new restaurant development in Mexico for 20 years. Upon completion of the transaction, the joint venture will own and operate 203 BURGER KING® restaurants in Mexico and will commit to open several hundred more over the next 20 years.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release issued by the Company on December 12, 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BURGER KING WORLDWIDE, INC. |
| /s/ Jill M. Granat |
| Jill M. Granat SVP, General Counsel |
Date: December 13, 2012
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Exhibit 99.1
BURGER KING WORLDWIDE, INC. AND ALSEA, S.A.B. DE C.V SIGN NEW JOINT VENTURE
TO SIGNIFICANTLY EXPAND BRAND PRESENCE IN MEXICO
MIAMI & MEXICO CITY – December 12, 2012—Burger King Worldwide, Inc. (NYSE: BKW), today announced that it has entered into a joint venture agreement for Mexico with Alsea, S.A.B. de C.V. (BMV: ALSEA) focused on significantly increasing the BURGER KING® brand presence in this important market.
As part of the transaction, ALSEA and BKW will contribute their BURGER KING® restaurants in Mexico to form a joint venture through a merger of BKW’s Mexican subsidiary into Operadora de Franquicias Alsea S.A. de C.V. (OFA). The new joint venture company will own 203 BURGER KING® restaurants in Mexico and has committed to open several hundred more over the next several years.
ALSEA, a leading operator of quick service restaurants, coffee shops and casual dining establishments in Latin America, has been operating BURGER KING® restaurants for more than ten years in Mexico. As part of the joint venture, OFA will acquire the following rights and obligations:
| • | Acquisition of 97 BURGER KING® restaurants, bringing ownership count to 203 BK® restaurants; |
| • | Operating control of the BURGER KING® brand throughout all of Mexico; |
| • | Exclusivity in Mexico for 20 years; |
| • | Collection of royalties from sub-franchisees; |
| • | An annual development plan that includes the opening of new corporate and sub-franchised BURGER KING® restaurants over the next 20 years; and |
| • | In exchange for a cash payment to BKW, ALSEA will maintain a majority stake in the joint venture, while BKW will maintain the minority stake. |
“We are thrilled to announce the expansion of our long-standing relationship with ALSEA and believe they are the right partner to drive significant growth for the BURGER KING® brand in Mexico,” said Jose Tomas, president, Latin America and Caribbean, BKW. “Over the past 20 years, the BURGER KING® brand has become the largest fast-food hamburger restaurant company in Mexico and the preferred choice among consumers. With this new joint venture, we will significantly increase our presence in the country and introduce more consumers to our signature flame-grilled menu items.”
Alsea’s Chief Executive Officer Fabián Gosselin said, “We are very pleased with the acquisition and agreements reached, because BURGER KING® is the brand with the highest market penetration and it´s also the brand that is perceived to be the best by the Mexican consumer in this segment.” He added, “Maintaining the control and operation of the brand presents us a great opportunity to consolidate in Mexico and increase the potential growth.”
There are currently 409 BURGER KING® restaurants in Mexico operated by ten different franchisees. The transaction is subject to regulatory approval in Mexico.
In 2012, BKW successfully introduced similar joint ventures in South Africa, Russia and China and in 2011, in Brazil – all focused on increasing market share in key markets across the world.
Forward-Looking Statements
This press release includes forward-looking statements, which are often identified by the words “may,” “might,” “believes,” “thinks,” “anticipates,” “plans,” “expects”, “intends” or similar expressions, and includes statements regarding BKW’s expectations regarding the growth opportunities in Mexico and the ability of the joint venture to
capitalize on these opportunities and rapidly expand the BURGER KING® brand’s presence in Mexico. These forward-looking statements may be affected by risks and uncertainties in BKW’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by BKW with the Securities and Exchange Commission, including BKW’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 18, 2012. BKW wishes to caution readers that certain important factors may have affected and could in the future affect BKW’s actual results and could cause BKW’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BKW, including the risk that the joint venture will not close, that the joint venture will not be successful in opening and operating BURGER KING® restaurants in Mexico or that the opportunities to open restaurants in Mexico will decline. BKW undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
ABOUT BURGER KING WORLDWIDE
Founded in 1954, BURGER KING® (NYSE: BKW) is the second largest fast food hamburger chain in the world. The original HOME OF THE WHOPPER®, the BURGER KING® system operates in over 12,600 locations serving over 11 million guests daily in 83 countries and territories worldwide. Approximately 95 percent of BURGER KING® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. To learn more about Burger King Worldwide, please visit the company’s website at www.bk.com or follow us on Facebook and Twitter.
ABOUT ALSEA
Alsea is the largest restaurant operator in Latin America of global leading brands in the fast food, coffee shops and casual dining segments. It has a diversified portfolio, with brands such as Domino’s Pizza, Starbucks, Burger King, Chili’s, California Pizza Kitchen, PF Chang’s, Pei-Wei and Italianni’s. At the close of September 2012, the Company was operating 1,227 units in Mexico, Argentina, Chile and Colombia. Alsea’s business model includes support for its brands through a Shared Services Center that provides all of the Administrative and Development Processes, as well as the Supply Chain. The Company has nearly 27,000 employees. For more information go to: www.alsea.com.mx
Contacts:
For Burger King Worldwide Holdings, Inc.:
Miguel Piedra, Vice President, Global Communications
mpiedra@whopper.com; tel: +1 305 378 7277
For Alsea:
Diego Gaxiola Cuevas, Chief Financial Officer
Phone: (5255) 5241-7151
ri@alsea.com.mx
Enrique González Casillas, Investor Relations
Phone: (5255) 5241-7035
ri@alsea.com.mx
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