Burger King Going Public Through Shell – Bypasses Seasoning to NYSE 1

Big news! The Associated Press (and now everyone else) is reporting that the investment firm 3G Capital, that owns Burger King, is taking the whopper maker public again. Through an IPO? Nope. 3G is going to sell 29% of the company to Justice Holdings Ltd. which is a shell based in London. The rest of the company will remain in the hands of 3G.

The plan, apparently, is for Justice to stop trading on the London exchange and then re-emerge trading on the “big board,” the New York Stock Exchange, all within three months. How can this happen since the new seasoning requirements say you have to trade over-the-counter or on another US national securities exchange first?

The announcement didn’t say, but presumably they bypass seasoning because the technical language of the seasoning rule says that it only applies after a reverse merger with a US SEC-reporting shell company. Since Justice is only reporting in the UK, seasoning apparently does not apply.

We’ll see if there is any discussion about this as the deal develops. Interesting.

One comment on “Burger King Going Public Through Shell – Bypasses Seasoning to NYSE

  1. Reply Jared Stamell Apr 4, 2012 4:10 pm

    Does this structure eliminate the “once a shell always a shell” for Rule 144 purposes?

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