Burger King Worldwide Inc. confirmed Tuesday its deal to acquire Tim Hortons for $11.4 billion. The combined entity will create the world’s third-largest quick-service company, with roughly $23 billion in sales and 18,000 restaurants across 100 countries.

Miami-based Burger King has commitments for $12.5 billion in financing to fund the cash portion of the deal, including a $9.5 billion debt-financing package led by J.P. Morgan and Wells Fargo.

Investment firm Berkshire Hathaway has committed another $3 billion toward the deal, though the investment firm will not have participation in management or operation of the business, the company said.

Each chain will retain its current headquarters, but the new global parent will be based in Canada, where corporate tax rates are much lower. Canada’s baseline federal corporate tax rate is about 15 percent, compared with a baseline U.S. rate of about 35 percent, noted Wall Street analysts.

Though the deal has been characterized as an example of tax inversion, Burger King chief executive Daniel Schwartz, who will become group CEO of the new company, emphatically insisted that the burger chain would continue to pay federal, state and local taxes in the U.S., and that the company’s tax rate would not meaningfully change as a result of the merger.

The goal is to create “a global QSR powerhouse” that will reap the benefits of global scale and the sharing of best practices as both brands expand worldwide, Alex Behring, executive chairman of Burger King and managing partner of private-equity firm 3G Capital, said in a statement.

“Our combined size, international footprint and industry-leading growth trajectory will deliver superb value and opportunity for both Burger King and Tim Hortons shareholders, our dedicated employees, strong franchisees and partners,” he said.



Private-equity firm 3G Capital will convert its roughly 70-percent equity stake in Burger King into equity of the new company. On a pro forma basis, 3G Capital is expected to own about 51 percent of the new company, with the balance of shares to be held by public shareholders of both brands. The new company will trade on the New York Stock Exchange and also be listed on the Toronto Stock Exchange.

Under terms of the agreement, Tim Hortons’ shareholders will receive per share $65.50 in Canadian dollars and 0.8025 common shares of the merged entity.

Schwartz will oversee day-to-day management and operational accountability, the two companies said. The newly created board of directors will include eight current Burger King board members and three to be appointed by Tim Hortons, including Marc Caira, the Canadian chain’s president and chief executive, who will also serve as vice chairman.

Caira pledged that Tim Hortons would remain an independent brand, but said the merger would allow for quicker and more efficient global growth, particularly in the U.S.

“We can grow much quicker in this must-win battle of the U.S. than we could on our own,” he said.

Burger King emphasized that Tim Hortons will continue to manage its own operations out of its Oakville, Ontario, headquarters in Canada, and would not change the way the company works with its franchisees or its business model.

“At the same time, our customers, employees, franchisees and fellow Canadians can all rest assured that Tim Hortons will still be Tim Hortons following this transaction, including our core values, employee and franchisee relationships, community support and fresh coffee,” Caira added.