Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6wmDpCdYDqTYCAEaHBaM8gW9jjg0rjz1iKEa0S5Yxk33H7srLefWuxoH85cPzS7 aFUWpMHeBEsVTKhzTDwmcw== 0001193125-07-031007.txt : 20070214 0001193125-07-031007.hdr.sgml : 20070214 20070214114405 ACCESSION NUMBER: 0001193125-07-031007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: BAIN CAPITAL VII COINVESTMENT FUND, LLC GROUP MEMBERS: BCIP TCV, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Burger King Holdings Inc CENTRAL INDEX KEY: 0001352801 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 753095469 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82601 FILM NUMBER: 07615956 BUSINESS ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-378-3000 MAIL ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bain Capital Integral Investors, LLC CENTRAL INDEX KEY: 0001326754 IRS NUMBER: 043516394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Burger King Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

121208 20 1

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Bain Capital Integral Investors, LLC EIN No.: 04-3516349
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		25,015,575 Shares
		6. SHARED VOTING POWER

		0
		7. SOLE DISPOSITIVE POWER

		25,015,575 Shares
		8. SHARED DISPOSITIVE POWER

		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,015,575 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.61%
12.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 934550104		Schedule 13G		Page 3 of 10 Pages


13.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Bain Capital VII Coinvestment Fund, LLC EIN No.: 22-3850358
14.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) x
15.		SEC USE ONLY

16.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17. SOLE VOTING POWER

		7,149,635 Shares
		18. SHARED VOTING POWER

		0
		19. SOLE DISPOSITIVE POWER

		7,149,635 Shares
		20. SHARED DISPOSITIVE POWER

		0


21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,149,635 Shares
22.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.32%
24.	TYPE OF REPORTING PERSON

	OO- Other


CUSIP No. 934550104		Schedule 13G		Page 4 of 10 Pages


25.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

		BCIP TCV, LLC EIN No.: 06-1665510
26.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) ¨
		(b) x
27.		SEC USE ONLY

28.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		29. SOLE VOTING POWER

		136,467 Shares
		30. SHARED VOTING POWER

		0
		31. SOLE DISPOSITIVE POWER

		136,467 Shares
		32. SHARED DISPOSITIVE POWER

		0


33.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,467 Shares
34.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

35.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.10%
36.	TYPE OF REPORTING PERSON

	OO- Other

Item 1

(a).

Name of Issuer


CUSIP No. 934550104		Schedule 13G		Page 5 of 10 Pages

The name of the issuer to which this filing on Schedule 13G relates is Burger King Holdings, Inc. (the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 5505 Blue Lagoon Drive, Miami, Florida 33126.

Item 2

(a).

Name of Person Filing

This statement is being filed on behalf of Bain Capital VII Coinvestment Fund, LLC (“Coinvestment Fund VII, LLC”), a Delaware limited liability company, Bain Capital Integral Investors, LLC (“Integral Investors”), a Delaware limited liability company, and BCIP TCV, LLC (“BCIP TCV”), a Delaware limited liability company.

Bain Capital Investors, LLC (“BCI”) is the sole general partner of Bain Capital Partners VII, L.P., which is the sole general partner of Bain Capital VII Coinvestment Fund, L.P, which is the managing and sole member of Coinvestment Fund VII, LLC. BCI is also the administrative member of each of Integral Investors and BCIP TCV. Coinvestment Fund VII, LLC, Integral Investors, and BCIP TCV have entered into a Joint Filing Agreement, dated February 14, 2007, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which Coinvestment Fund VII, LLC, Integral Investors, and BCIP TCV have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

Item 2

(b).

Address of Principal Business Office or, if none, Residence

The principal business address of each of Coinvestment Fund VII, LLC, Integral Investors, and BCIP TCV is c/o Bain Capital Investors, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

Item 2

(c).

Citizenship

Each of Coinvestment Fund VII, LLC, Integral Investors, and BCIP TCV is organized under the laws of the State of Delaware.

Item 2

(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $0.01 per share.

Item 2

(e).

CUSIP Number

The CUSIP number of the Company’s Common Stock is 121208 20 1.

Item 3.

Not Applicable.


Item 4.		Ownership.


CUSIP No. 934550104		Schedule 13G		Page 6 of 10 Pages



Item 4	(a).	Amount beneficially owned

		Integral Investors owns 25,015,575 shares of the Common Stock of the Company. BCI is the administrative member of Integral Investors. Coinvestment Fund VII, LLC owns 7,149,635 shares of the Common Stock of the Company. BCI is the sole general partner of Bain Capital Partners VII, L.P., which is the sole general partner of Bain Capital VII Coinvestment Fund, L.P, which is the managing and sole member of Coinvestment Fund VII, LLC. BCIP TCV owns 136,467 shares of the Common Stock of the Company. BCI is the administrative member of BCIP TCV.

Item 4	(b).	Percent of Class

		Integral Investors owns 18.61% of the Common Stock outstanding of the Company, Coinvestment Fund VII, LLC owns 5.32% of the Common Stock outstanding of the Company, and BCIP TCV owns 0.10% of the Common Stock outstanding of the Company. The percentage of Common Stock reportedly owned for each of the entities above is based on 134,448,716 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of January 17, 2007 based on the Company’s registration statement on Form S-1 filed on February 5, 2007.

Item 4	(c).	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote:



								Integral Investors		25,015,575

								Coinvestment Fund VII, LLC		7,149,635

								BCIP TCV		136,467



				(ii)		shared power to vote or to direct the vote:

						0

				(iii)		sole power to dispose or to direct the disposition of:



								Integral Investors		25,015,575

								Coinvestment Fund VII, LLC		7,149,635

								BCIP TCV		136,467



		(iv)	shared power to dispose or to direct the disposition of:

			0

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person


CUSIP No. 934550104		Schedule 13G		Page 7 of 10 Pages


		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group

		Each of Integral Investors, Coinvestment Fund VII, LLC, and BCIP TCV (the “Bain Funds”) is a party to an Amended and Restated Shareholders’ Agreement by and among Burger King Holdings, Inc. (the “Company”), Burger King Corporation, TPG BK Holdco LLC, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P., Bridge Street Special Opportunities Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P., GS Private Equity Partners 2000-Direct Investment Fund, L.P. and the Bain Funds. The Stockholders Agreement provides for the right of each sponsor to appoint two members to the Company’s board of directors and requires the parties to vote their Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement also contains certain provisions relating to drag-along and tag-along rights and transfer restrictions among the sponsors and requires the parties to vote their shares of Common Stock pursuant to the instructions of certain groups of investors with respect to certain change of control transactions. The aggregate number of shares of Common Stock beneficially owned collectively by the Bain Funds, the TPG Funds and the GS Funds based on available information is approximately 100,945,127, which represents approximately 75% of the outstanding Common Stock. The share ownership reported for the Bain Funds does not include any shares owned by other parties to the Stockholders Agreement, except to the extent already disclosed in this Schedule 13G. Each of the Bain Funds disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent already disclosed in this Schedule 13G.

Item 9.		Notice of Dissolution of Group

		Not Applicable.

Item 10.		Certification

		Not Applicable.


CUSIP No. 934550104		Schedule 13G		Page 8 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Bain Capital Integral Investors, LLC

By: Bain Capital Investors, LLC, its administrative member

By:		/s/ Michael Goss
Name:		Michael Goss
Title:		Authorized Person


Bain Capital VII Coinvestment Fund, LLC
By:		Bain Capital VII Coinvestment Fund, L.P., its sole member
By:		Bain Capital Partners VII, L.P., its general partner
By:		Bain Capital Investors, LLC, its general partner

By:		/s/ Michael Goss
Name:		Michael Goss
Title:		Managing Director

BCIP TCV, LLC
By:		Bain Capital Investors, LLC, its administrative member

By:		/s/ Michael Goss
Name:		Michael Goss
TITLE:		Managing Director


CUSIP No. 934550104		Schedule 13G		Page 9 of 10 Pages

EXHIBIT INDEX


Exhibit A		Joint Filing Agreement as required by Rule 13d 1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated February 14, 2007


Bain Capital Integral Investors, LLC
By:		Bain Capital Investors, LLC, its administrative member

By:		/s/ Michael Goss
Name:		Michael Goss
Title:		Authorized Person

Bain Capital VII Coinvestment Fund, LLC
By:		Bain Capital VII Coinvestment Fund, L.P., its sole member
By:		Bain Capital Partners VII, L.P., its general partner
By:		Bain Capital Investors, LLC, its general partner

By:		/s/ Michael Goss
Name:		Michael Goss
Title:		Managing Director

BCIP TCV, LLC
By:		Bain Capital Investors, LLC, its administrative member

By:		/s/ Michael Goss
Name:		Michael Goss
Title:		Managing Director

-----END PRIVACY-ENHANCED MESSAGE-----