Court Appointed Lead Counsel, Rigrodsky & Long, P.A., Instrumental in Obtaining Additional Benefits for Burger King Shareholders

Court Appointed Lead Counsel, Rigrodsky & Long, P.A., Instrumental in Obtaining Additional Benefits for Burger King Shareholders

On September 29, 2010, the Honorable Vice Chancellor Donald F. Parsons, of the Delaware Court of Chancery, appointed Rigrodsky & Long, P.A. as Lead Counsel and Chair of Chair of Plaintiffs’ Executive Committee in In re Burger King Holdings, Inc. Shareholders Litigation, Consol. C.A. No. 5808-VCP (the “Delaware Action”).

The class action was commenced on behalf of the public shareholders of Burger King Holdings, Inc. (“Burger King” or the “Company”) against Burger King and its Board of Directors (the “Board” or “Individual Defendants”), to enjoin the acquisition of Burger King by entities controlled by 3G Capital (“3G”).  On or around September 2, 2010, the Individual Defendants caused Burger King to enter into a definitive agreement and plan of merger (“Merger Agreement”) to be acquired by 3G, in a cash transaction by means of an all-cash tender offer (the “Tender Offer”) and a second-step merger valued at approximately $4 billion.

Plaintiffs’ alleged that the consideration to be paid to the Class in the Transaction was unfair and grossly inadequate because, among other things, the intrinsic value of Burger King was materially in excess of the amount offered in the Transaction, giving due consideration to the Company’s anticipated operating results, net asset value, cash flow profitability, and established markets.

Additionally, plaintiffs alleged that the Solicitation Statement issued by Burger King upon commencement of the Tender Offer was materially misleading in several regards that would prevent a Burger King shareholder from making an informed decision as to whether to tender their shares in the Tender Offer.

Rigrodsky & Long, P.A. worked with the Court appointed Co-Lead Counsel in In re Burger King Holdings Shareholder Litigation, Case No. 10-48395 CA 40 (Cir. Ct. for Miami-Dade County) (the “Florida Action”) and together they were successful in obtaining additional disclosures from Burger King concerning the Transaction which were published in an amended Solicitation Statement.  These additional disclosures included, but were not limited to, additional information concerning the Equity Awards that each executive officer was to receive pursuant to the Merger Agreement and additional information concerning Potential Payments Upon a Change of Control payable to Company executives pursuant to the Company’s Executive Retirement Program.

In addition, additional information was furnished concerning the analyses performed by Burger King’s financial advisors, Morgan Stanley and Goldman Sachs.  These included additional details regarding Morgan Stanley’s Peer Group Comparison, Discounted Equity Value Analysis, Analysis of Selected Precedent Transactions, Discounted Cash Flow Analysis, and its Leverage Buyout Analysis.  It also included additional details surrounding Goldman Sachs’ Selected Companies Analysis, Selected Transactions Analysis, Illustrative Present Value of Future Share Price Analysis, and its Illustrative Discounted Cash Flow Analysis.  Other important disclosures made by the Company as a result of the efforts of Lead Counsel in the Delaware Action and Co-Lead Counsel in the Florida Action were additional details concerning Burger King’s Recessionary Projections,  Moderate Growth Projections, Economic Expansion Projections, and Risk Neutral Projections