From the beginning, one thing was clear: 3G Capital really wanted to buy Burger King Holdings, Inc. The private equity firm, represented by Kirkland & Ellis’s Stephen Fraidin and William Sorabella, had been pursuing the fast food chain for more than six months, only to see all three of its acquisition proposals rejected without negotiation. So when Burger King’s board said in August 2010 that it would consider an acquisition through a tender offer, 3G had a tough choice.
The tender offer had the advantage of speed and certainty for Burger King shareholders, but it could leave 3G stuck with less than total ownership of Burger King, a big obstacle to obtaining bank financing for the deal and a nonstarter for the private equity firm. 3G wanted a traditional single-step merger through a shareholder vote: That arrangement would take longer, but it was more likely to leave the whole company in 3G’s hands.
