Raft of North American giants advise as Burger King takes $11.4bn bite into Tim Hortons

Kirkland & Ellis and Wachtell Lipton Rosen & Katz are among the firms lined up to advise on Burger King’s $11.4bn (£6.9bn) acquisition of Canadian coffee and doughnut chain Tim Hortons. 

The deal will see Burger King’s private equity owner 3G Capital take control of 18,000 restaurants in 100 countries. 

As part of the transaction, the corporate headquarters of the new company will be based in Canada – a move that may help Miami-based Burger King to decrease its tax bill. 

The deal marks the latest tax inversion deal, following others including US pharmaceutical giant AbbVie’s takeover of UK-based Shire in July (10 July 2014). It has already sparked calls for a boycott of the burger giant, with politicians and customers accusing the chain of tax-dodging. 

Kirkland & Ellis led advice for Burger King, led by corporate partners Stephen Fraidin, William Sorabella and David Feirstein, tax partner Dean Shulman, debt finance partner Jay Ptashek and capital markets partners Joshua Korff and Michael Kim. 

It also included tax partner Mike Carew, and corporate associates Laura Sullivan, Andrew Glickman, Dylan Hanson, Elizabeth Freechack and Jessica Subler. 

Davies Ward Phillips & Vineberg also advised the fast food giant, led by corporate partner Patricia Olasker. She was assisted by corporate partners Steve Harris, Jay Galbraith, Alex Moore and Cam Rusaw. Raj Juneja advised on tax, while George Addy and Charles Tingley advised on antitrust and foreign investment. The team also included employee benefits partner Jessica Bullock and capital markets partner David Wilson.

Meanwhile, Paul Weiss Rifkind Wharton & Garrison advised on tax aspects. The firm fielded a team including tax partner Jeffrey Samuels, counsel Alyssa Wolpin and associate Robert Killip. 

Tim Hortons turned to Wachtell Lipton Rosen & Katz on the deal, marking a first-time instruction for the firm. Corporate partners Adam Emmerich and Gordon Moodie led on the transaction, alongside competition partner Nelson Fitts, executive compensation partner Michael Segal, restructuring and finance partner Eric Rosof and tax partner Jodi Schwartz.

The coffee giant also turned to longstanding adviser Osler Hoskin & Harcourt for advice on its takeover. The Canada-based firm fielded a team including its vice-chair Clay Horner, who was supported by M&A partner Doug Bryce, competition partner Michelle Lally, and tax partner Patrick Marley. Partner Laurie Barrett advised on banking, partner Don Gilchrist on corporate aspects, and partner Doug Rienzo on pensions aspects. 

Background to this deal: 

Kirkland & Ellis previously advised 3G Capital Partners when it acquired Burger King Holdings in 2010. On that deal, Skadden Arps Slate Meagher & Flom advised Burger King, alongside the burger giant’s longstanding legal adviser Holland & Knight. 

Two years later, Kirkland also represented Burger King in its tie-up with Justice Holdings Limited, by which is became publicly listed. 

Tim Hortons turned to Wachtell’s corporate team for the first time to handle the gamechanging transaction, which won an instruction without having to navigate a competitive pitch process. 

It’s thought that Osler has previously advised Tim Hortons on some of its activities in Canada.