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Executives

Scott Bonikowsky - CEO - Burger King

Marc Caira - President and CEO - Tim Hortons

Alex Behring - Executive Chairman - Burger King, Co-Founder, Managing Partner and Board Member - 3G Capital

Analysts

Rebecca Jarvis - ABC News

Chris Isidore - CNNMoney

Solarina Ho - Reuters

Mike Gregory - Oakville Beaver

Jeff Gray - The Globe and Mail

Amber Kanwar - BNN

Eric Atkins - The Globe and Mail

Dan Eaton - Columbus Business First

Dan Primack - Fortune Magazine

Candice Choi - Associated Press

Burger King Worldwide Inc (BKW) Media Conference Call August 26, 2014 11:30 AM ET

Operator

Good morning, my name is Rachel and I will be your conference operator today. At this time, I would like to welcome everyone to the Tim Hortons and Burger King Announcement Call. All lines have been placed on mute to prevent on background noise. After the speakers' remarks there will be a question-and-answer session. (Operator Instructions). Thank you. I will turn the call over to Mr. Bonikowsky. You may begin your conference.

Scott Bonikowsky

Terrific. Thank you and good afternoon everybody and thank you for joining us. My name is Scott Bonikowsky. I am Head of Corporate Affairs for Tim Hortons and we are pleased to talk to you about the exciting news that we announced earlier this morning. I am sure you’ve seen -- all seen the press release that we issued. So I won’t tell you about why we are here, instead let me make some introductions and let you know how the things will proceed for our call today.

With me are Marc Caira, President and Chief Executive Officer of Tim Hortons and Alex Behring, Executive Chairman of Burger King and a Co-Founder, Managing Partner and Board Member of 3G Capital. We also have Daniel Schwartz; CEO of Burger King Worldwide as well.

Alex and Marc will say a few words and then all three will be available after that for some Q&A and this will be of course about the exciting transaction that we announced earlier today. So with that, we will get right into the prepared remarks and the questions. So operator will soon go to Q&A after the remarks. And with that I am going to turn it over to Marc Caira.

Marc Caira

Thank you, Scott and thank you everybody for joining us. I am here with Alex Behring and Daniel Schwartz of Burger King. Today is a very exciting day for our company and for the brand that we all care so much about. In May, we marked the 50th anniversary of our company and today we are taking a bold and a sort of new step into the next 50 years.

Over our history, the Tim Hortons brand has become part of the Canadian fabric. We are constantly humbled by the fact that any given day, 15% of Canada walks or drives into one of our stores. This is in addition to the legion of loyal customers we have in the U.S. and elsewhere. We know the passion our brand inspires; we receive photos from people who have tattoos of the Tim Hortons' logo. We hear stories of Canadians abroad, our soldiers out on a mission who look forward to shipments of our coffee. The Timbits has become as much as symbol of Canada as the Beaver or the Mountie. And of course we have seen the passion of our customers on social media in the last day and a half.

We are humbled by this and we are proud of the meaning we have for customers here in Canada and in other markets where we operate. With today’s announcement, we are taking a big step into helping grow this passion and introduce more of the world to the products, the quality, the values and the culture that we in Canada know so well.

Today marks the formation of a new company, one that is a global powerhouse in a quick service restaurant business. This new company will be the home for two iconic and well-loved brands, Tim Hortons and Burger King. This company will be based in Canada and listed here on the Toronto Stock Exchange as well as on the New York Stock Exchange.

Tim Hortons will be at the very heart of this new company and Tim Hortons will still be Tim Hortons. We will still be the company of the Timbits and Double Double and we will still proudly have our company’s name on the front of many kids' first hockey sweaters.

Tim Hortons will be an independently managed brand from our headquarters in Oakville, led by many of the same people it is today. But the opportunities for Tim Hortons will be greater. We will have the ability to be bolder and we will be in a better position to take our brand quickly and efficiently to a global customer base.

In a nutshell, what this transaction will do is give us the chance to share with the world what Canadians already know and love. By creating a new global public company, the Burger King and Tim Hortons coming together under this new company we will be able to leverage their global network and learn from their experience in building and growing a strong global QSR brand.

Burger King operates approximately 14,000 restaurants in 100 countries around the world. In the last several years, the brand has expanded, the franchises have been renewed. The menu has evolved and the company has become even more attentive to its customers and the experience in every Burger King location. We have done an exceptional job and we have (admired) [ph] the strides the Burger King has made. We can learn from that experience.

And we’ll be able to draw on more than just a Burger King experience. The driving force behind the progress of Burger King is 3G Capital who will also be the largest shareholder of this new company we’re forming today. Those who don’t know their name will almost certainly know their work. 3G Capital is the key investors in Heinz, Heinz is the most famous for its ketchup, but the company is also number two globally with sauces, as the sauce producer.

3G Capital also has been the driving force behind AB InBev, the world’s largest brewer in iconic brands like Budweiser. 3G Capital has a superb track record of enhancing and growing brands and businesses. And these are the examples we hope to follow with this transaction. Bottles of Heinz ketchup and Budweiser are in homes and restaurants around the world. And with today’s announcement our vision is to see equally powerful products like cups of Tim Hortons coffee, boxes of Timbits and a whole range of (all these) [ph] fresh products in the hands of more consumers around the world.

That is what today’s announcement is all about, it’s about growth. Growth, of a Tim Hortons brand, growth right from here in Canada. It is an exciting day and we are excited about sharing our values, our culture and yes, part of what it means to be a Canadian with the rest of the world. Canadians are quietly proud people and people that engage actively with the world around us, just as we do with our communities here at home. At Tim Hortons, we like to think we reflect that image.

Today, we are partnering with those who admire and appreciate what we are all about. And who share our vision for the next 50 years of Tim Hortons.

With that, I am pleased to introduce Alex Behring before we open it up to questions. Alex, please.

Alex Behring

Thank you, Mark. I’m glad to be in Oakville and speaking with all of you today. First, I have to acknowledge that Tim Hortons is a remarkable brand and one that we, the team at Burger King and 3G Capital have tremendous respect for. The unparalleled strength of the brand, the company’s track record of consistent growth and the significant international growth potential of Tim Hortons is what makes this combination so attractive. Over the past several years, Burger King has transformed it business in the U.S. and globally. And our success in growing Burger King’s brand globally is a key part of why this transaction makes sense.

By bringing Tim Hortons and Burger King under common ownership, we will be able to leverage our proven joint venture model network and expertise to drive growth of the Tim Hortons brand abroad. For Burger King the team will have the opportunity to grow, learn and collaborate where it benefits the Burger King brand while at the same time continuing to execute on the strategy that has made Burger King one of the fastest growing and most profitable restaurant chains in the world. I want to be clear that both brands will continue to be managed independently. These are two iconic and successful brands with strong franchise networks, impressive talent and complimentary product mixes. While there will be opportunities to share best practices and leverage the greater combined scale we are committed to preserving the strength of each brand.

I would also like to take a minute to address the story line that has emerged in the media, this is not a tax driven deal, this transaction is fundamentally about growth and the focus is on creating value to accelerated international expansion for both brands.

Burger King’s effective tax rate is currently in the mid to high 20s which is pretty much in line with the current effective rates in Canada. Additionally, Burger King’s headquarters will remain in Miami and the company will continue to pay the same federal state and local taxes [indiscernible] to US income as it currently does. The new company will be headquartered in Canada, because it represents the largest market of the combined company. To reiterate this is a strategic transaction to create a new global leader in the quick service restaurant sector. We unite two incredible brands with significant growth potential.

As I said earlier I’m very excited about what we are creating and look forward to what's ahead for Tim Hortons and Burger King. It’s a very exciting day for all of us associated with this transaction and we are eager to get to work to make this new company’s vision a reality.

With that I’ll just thank Marc and his team for the spirit of collaboration they have brought to these discussions. It is only the beginning of a great relationship.

Marc Caira

Thank you, Alex. So in closing today we announce the creation of a global QSR powerhouse by bringing together Tim Hortons and Burger King we now have a dynamic and powerful global platform for growth of both brands. So with that we’ll now open the call up for questions that you may have.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) Your first question is from the line of Rebecca Jarvis with ABC News. Your line is open.

Rebecca Jarvis - ABC News

I’m trying to understand the tax implications of this deal and I’d like to know how much over the next 10 years Burger King expects to save on its taxes?

Daniel Schwartz

Hi its Daniel Schwartz here. As we said earlier, tax really wasn’t the driver for this deal; the tax rate that we pay at Burger King today is in the mid-20s, that consistent with the statutory tax rates in Canada which is consistent with what Tim Hortons pays. Burger King has and will continue to pay taxes in the United States, Tim Hortons has and will continue to pay taxes in Canada and when you look at why we get so excited about this transaction, it's about the growth that’s to come for Tim Hortons internationally and in Burger King we’ve been so successful bringing the brand around the world accelerating the pace of growth and as I said this morning on one of our earlier call, our phones are already ringing off the hook to take this great brand Tim Hortons around the world and that’s what’s going to make this a powerful transaction in the global powerhouse in the quick service restaurant industry.

Rebecca Jarvis - ABC News

Just to quickly clarify that point then, are you saying there will be no tax savings based on this transaction?

Daniel Schwartz

We don’t expect there to be meaningfully tax savings and nor do we expect there to be a meaningful change of our tax rate.

Rebecca Jarvis - ABC News

Thank you.

Operator

Your next question is from the line Chris Isidore with CNNMoney. Your line is open.

Chris Isidore - CNNMoney

There have already been some talk in social media today and on your Facebook page notes where from people in the United States saying that they want to boycott Burger King for doing this deal for what they see is a tax evasion move. How do you address that with customers, how do you reach out and other than showing them a spreadsheet of tax rates? How do you deal with that kind of a backlash?

Daniel Schwartz

Hi. One of the great things about having one of these Facebook pages is we get to hear from our guests in real time and I don’t know if you saw it, but we actually just responded to them to let them know that Burger King headquarters which is based in Miami and it has been for the 60 years will continue to be based in Miami, the company is going to continue to be managed out of our Miami office, we are going to continue to pay U.S. taxes as we have been doing in the past and as we expect to do in the future. We're going to do our very best to give our guests great food and great service every day and all the great things that we are doing at Burger King in the U.S. won’t change.

We are really excited in the recent weeks actually if you look at what our guests have been saying to us and through all our social media channels, they are extremely happy about bringing back the beloved chicken fries product and it’s been a real recent win for us at our franchisees and our guests and it’s going to be business as usual at Burger King in the U.S..

Rebecca Jarvis - ABC News

So just to clarify, are you saying this still would not be qualified as an inversion deal or because of the switch of corporate home to Canada, it would technically be an inversion deal just not one that reduces your taxes.

Daniel Schwartz

I think the latter would be a more accurate description. The way you have to think of that it is you're combining two companies, you have to think, what's the natural place for the global headquarters? Well it’s where the company’s largest market and largest business is going to be and the business when you combine the two companies, the business in Canada is going to be almost 2x the next closest market. So that’s where it makes sense for the global headquarters today.

Operator

Your next question is from the line of Solarina Ho with Reuters. Your line is open.

Solarina Ho - Reuters

I just want to find out if there are any plans to introduce a dividend in the new entity and how soon and I have a follow up question.

Daniel Schwartz

Its Daniel, both companies have had pretty balanced capital structure and capital return policies in the past and we continue to -- we’re going to continue to have that. We expect to continue paying a dividend as we’ve done at Burger King for quite some time and I think it’s a little bit early to quantify that for you but we have a track record of returning capital to shareholders and we would expect to continue to do that into the future.

Solarina Ho - Reuters

Okay and the partnership units, will they be eligible for the dividends on the same basis as shares in the new company?

Daniel Schwartz

Yes, that’s correct.

Solarina Ho - Reuters

Okay and I know you touched on this in the investor call, but just wanted to kind of if you could elaborate a little bit the -- why 3G has opted to take only the partnership units in lieu of shares and if partnerships units are the only thing that 3G plans on owning in the new company?

Daniel Schwartz

Yes, as you know 3G is committed to a really long-term ownership of companies, it’s committed to pre-elect to take the partnership units and but those partnership units will be available to all shareholders. I will note that there is a lock up on those though.

Solarina Ho - Reuters

And are there tax benefits then to doing it as a partnership unit as opposed to regular shares for 3G?

Daniel Schwartz

But I wouldn’t say that there is tax benefit, there is not a tax benefit but shareholders who elect to hold the partnership units will defer their taxes until they ultimately convert them to common shares and sell them. But given 3G’s long-term approach to investing, it’s not selling a single share and has no plan to do so.

Operator

And your next question is from the line of Mike Gregory with Oakville Beaver. Your line is open.

Mike Gregory - Oakville Beaver

I am just wondering if you can expand on any locations that are being scouted for the global headquarters. Obviously Tim Hortons has been based in Oakville since the 70s and they are staying here. I am just wondering if the global headquarters might be also located here in Oakville or maybe -- or whether Tim Hortons is going to expand from its current location into a bigger location. Thanks.

Marc Caira

Hi Mike, as you rightly said, these are two strong independent businesses that will continue to be run that way. The Burger King and Tim Hortons. Tim Hortons as you know it today will continue to remain in Oakville as it has for a very, very long time. In terms of where the new global headquarters will be located, I think it’s way too early to get into that type of discussion. We made a commitment here that it will be somewhere in Canada. So let’s leave it at that. And we’ll see where it takes us as we start to work on the more finer details of this organization as we evolve.

Operator

Your next question is from the line of Jeff Gray with The Globe and Mail. Your line is open.

Jeff Gray - The Globe and Mail

Thanks for taking my call. I wanted to ask about how the deal came about, we know the code names from The Wall Street Journal but can you tell me a little bit about who approached who, how did it happen? Was it over some Timbits or [indiscernible]? Can you help me with that?

Marc Caira

Well, I mean how these deals comes apart? It is really -- it depends on the circumstances. We’re very much focused on our strategic plan which we presented in February. We were making tremendous progress on executing that strategic plan flawlessly. As you know, our Board of Director has a fiduciary responsibility to look at all offers that are in for the company and this is how it evolves and over a number of months through discussions and through different types of evaluations, we arrived at the conclusions that we announced this morning. So there isn’t much more than that.

Jeff Gray - Globe and Mail

So Burger King approached Tim Hortons?

Marc Caira

Well, I mean if you follow their strategic plan, we didn’t say in there, but we were actively looking to sell the company or that we’re actively looking to buy the company. So that would be a fair conclusion.

Operator

Your next question is from the line of Amber Kanwar with BNN. Your line is open.

Amber Kanwar - BNN

Wondering how you quantify that Canada is the largest market? Are you looking at market share? Are you looking at revenue? Looking at simply stores, it looks like U.S. has the biggest trend and especially when you consider that U.S. is a must win strategy, it would seem that going forward the U.S. is expected to be the largest market?

Daniel Schwartz

Hi, it’s Daniel. I’d say Canada is the largest market by quite any metric you look at a market share, revenues, assets, employees any real meaningful metric, Canada is part of the way the largest market, the home of this incredibly strong brand here. And when you look at the potential for the future, we see a lot of growth in Canada. We see growth in the U.S. We see growth internationally. We’re excited about continuing to grow both brands around the world.

Marc Caira

You know, Canada is the largest and we intend to build on the opportunities as we move forward with our new partners as we leverage the strength that they will produce us both in the U.S. market, which is again our must win battle and also internationally.

Amber Kanwar - BNN

So then do you expect going forward for the U.S. or the international markets to overshadow the Canadian presence and do you have a timeline for that?

Marc Caira

Look what we said, if you follow our strategic plan again, which is our guiding principle, our core market have been and will be, will continue to be Canada, totally committed to Canada, we’re totally dedicated to growing our business in Canada. We’ve had a tremendous partnership with our franchises for the past number of years, that partnership will continue and working together with our franchises, we will continue to build this fantastic Canadian business in the same manner that we have in the past. We will continue to do that in the future while at the same time looking for other opportunities in the U.S. and international.

Operator

Your next question is from the line of Eric Atkins with The Globe and Mail. Your line is open.

Eric Atkins - The Globe and Mail

Good morning. What is it about this deal that makes you believe Tim Hortons can get a bigger footprint in the U.S. and the world where it hasn’t been able to do so in the past? And I’m wondering if you can give me a sense of how those will actually look? You’ve already said there won’t be a Tim Hortons coffee in Burger Kings but what exactly will it look like?

Marc Caira

Well, I think if you’ve been following Tim Hortons in the U.S. for the last number of months, the leadership of our [indiscernible], what you’ll see down there is what the future will look like for the Tim Hortons business in the U.S. very updated stores, very modern looking with [indiscernible] with fire places. So that will continue. What’s different about this particular deal is the confidence that I have in the Burger King organization, the confidence that I have in 3G as a large shareholder in this organization and then being young, aggressive, active partners and leveraging their infrastructure. So I think all of the elements are there that we simply need to leverage and we are very, very confident that we can grow much quicker in this must win battle called the U.S. with our partners than we would have otherwise done on our own.

Eric Atkins - The Globe and Mail

These will be [Technical Difficulty] implications will there be next store? I’m thinking of the (Wendy) [ph] Tim Hortons bearings we used to see?

Marc Caira

Look, we said that the two brands will continue to be managed separately, independently, you could have a situation where one corner you could have a Tim Hortons and perhaps around the corner you have a Burger King. I mean we’ll have to wait and see that will depend on circumstances and opportunities.

Eric Atkins - The Globe and Mail

Okay. Thank you.

Operator

Your next question is from the line of Dan Eaton with Columbus Business First. Your line is open.

Dan Eaton - Columbus Business First

Hi yes, a question for Marc. Your U.S. headquarters here in Central Ohio, are there any plans to change that either reduce it, grow it, move it given these new relationships, what it means for your operations here in the Columbus area?

Marc Caira

Look there is no plan to change anything at this point of time, my expectation is that I want to see the U.S. business grow even faster than we have in the past and as we grow even faster than we have in the past then I even like to see more active, larger assets to be able to accommodate this expedited growth that we’re looking for.

Operator

Your next question is from the line of Dan Primack with Fortune Magazine. Your line is open.

Dan Primack - Fortune Magazine

There has been a lot of talking you guys have repeated a bunch that the two companies are going to be managed independently. I’m curious so what’s the involvement, operational involvement going to be with Tim Hortons. Obviously you guys have already put your stamp on Burger King and have a reputation for being very hands on, so kind of how hands on do you plan to be with Tim Hortons?

Daniel Schwartz

Hi it’s Daniel. So 3G is going to continue to control, the combined company, it's going to control 51% of the shares, we have several members of 3G on the board and in the management team as well and when we think about the management team of the company what we said is we’re going to search the talent pools of the best people from within both companies to run the combined company and we’re really excited. When you look at how Tim Hortons has performed over the past, this is a very strong business with very strong season with a very strong track record of over 24 years of positive same store sales growth. So we’re equally excited about the team at Tim Hortons and the quality of the brand and the company.

Marc Caira

And I think from a Tim Hortons perspective we’re also very pleased that there is opportunities that will be made available to our people in other areas of the world perhaps that the Burger King continues to compete in today that we might have some people that who want to take advantage of that.

Dan Primack - Fortune Magazine

Marc just as a follow up to that. As you’ve obviously seen in the past when 3G usually picks over company and obviously it’s done a little different than this is a merger but as often a lot of the senior managers are longer the senior managers shortly thereafter, should we be expecting changes, significant changes in Tim Hortons' senior leadership in the upcoming months, after the deal closes?

Marc Caira

Well, look, I mean if you look at the announcement I’m still around in the capacity so I guess that’s good. Look, in healthy successful organizations there is always going to be changes and I think that’s good. Again the priority here is on growth and then how do we grow this business, how do we take this fantastic iconic brand that we call Tim Hortons, how do we continue to accelerate this business in Canada and how do we take it into the must win battle in the USA and the rest of the world? That’s going to require people.

And we have obviously fantastic people. If we didn’t have fantastic people we would not have had 23 consecutive years of same store sales growth in Canada or 24 in the U.S., 23 in Canada, these results come through people. So I would expect all of our people including Burger King to have these opportunities to continue to develop in this new organization that is going to evolve globally.

Operator

Your next question is from the line of Candice Choi with Associated Press. Your line is open.

Candice Choi - Associated Press

Hi. Daniel, I was wondering if you could address you had said that you don’t expect there to be any meaningful tax savings. If you could just go into a little bit about why that is so and since Canada's corporate tax rates are lower than the [Technical Difficulty] that there wouldn’t be any savings as a result of moving the corporate headquarters?

Daniel Schwartz

Hi, Candice. So Canada’s corporate tax rates are in the mid-20s. And given our -- given Burger King’s presence, multinational presence around the world, our blended rate today is also in the mid-20s. So when we look at the combined company, we don’t expect there to be a meaningfully lower or higher tax rate than we had before. So we are already a pretty international business at Burger King and that’s what generates that blended tax rate for us.

Candice Choi - Associated Press

And then does that change overtime as obviously Tim Hortons is going to be getting a lot more income from overseas as is Burger King. Does that change the tax rate overtime?

Daniel Schwartz

I think the way to think about it is our tax rate will be right in that range and overtime, it’s going to evolve as a function of where we are developing restaurants around the world. But when you look at what’s going to add value to this business as Burger King, Tim Hortons as a combined company, what’s going to add value and drive growth for the long-run, it’s really not tax, it’s growth and its developing more restaurants around the world as we have been doing at Burger King, as we now plan to do at Tim Hortons, developing more restaurants and growing the sales and profits of those restaurants in the U.S. and in Canada and when you look in the long term what’s going to create a shareholder value and value for our franchisees is that’s what we get excited about and that’s why we're all here, get it.

Candice Choi - Associated Press

And then you had said that Burger King is still -- the company is going to still be paying on taxes in the U.S. but that doesn’t mean like your corporate taxes, right? That will be lost. Like that will be moved from the U.S. So there will be some loss of taxes.

Daniel Schwartz

No, Candice I think it’s best I explain again. Burger King pays federal and state and city taxes in the U.S. has been for a long time since 1954 and will continue to do so for the future. The business is going to be managed out of the U.S., our headquarters for Burger King will still be in Miami, will still be paying federal taxes, all the same taxes we were paying in the past in the U.S., we are going to continue to pay in the future in the U.S. Our rate won’t change materially and we’re going to continue to be a U.S. tax payer the corporation.

Candice Choi - Associated Press

Right, but the holding company.

Daniel Schwartz

Well the holding company is going to be based in Canada, it’s going to have several entities, one is going to be Tim Hortons, one is going to be Burger King. Tim Hortons will continue to be paying taxes in Canada as it has been doing for the past 50 years and will for the foreseeable future and Burger King is going to be paying taxes in U.S. as it has been doing for the past 60 years. So as we’ve said multiple times we don’t expect there to be a material increase or decrease in the tax rate given the fact that our blended tax rate today our current tax rate at Burger King is similar to what it is in Canada.

Operator

There are no further questions. I will turn the call back over to Mr. Bonikowsky.

Scott Bonikowsky

Okay. Thanks very much operator. Thanks very much again for very exciting announcement today creating a global powerhouse restaurant brand and thank you for your interest and time on the call, we appreciate it. Have a great day.

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