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This copy is for your personal, non-commercial use only. To order presentation-ready copies for distribution to your colleagues, clients or customers visit http://www.djreprints.com. http://www.wsj.com/articles/burger-king-in-talks-to-buy-tim-hortons-1408924294 BUSINESS Burger King in Talks to Buy Tim Hortons in Canada Tax Deal Tie-Up Would Be Structured as Tax Inversion With a Combined Market Value of About $18 Billion By LIZ HOFFMAN and DANA MATTIOLI Updated Aug. 25, 2014 2:52 p.m. ET Burger King Worldwide Inc. is in talks to buy Canadian coffee-and-doughnut chain Tim Hortons Inc., a deal that would be structured as a so-called tax inversion and move the hamburger seller's base to Canada. The two sides are working on a deal that would create a new company, they said in a statement, confirming a report on the talks by The Wall Street Journal. The takeover would create the third-largest quick-service restaurant provider in the world, they said. Inversion deals have been on the rise lately, and are facing stiff opposition in Washington given that they threaten to deplete U.S. government coffers. A move by Burger King to seal one is sure to intensify criticism of them, since it is such a wellknown and distinctly American brand. A person familiar with the matter said a deal between the two companies could be struck soon, though additional details on timing couldn't be learned. Tim Hortons has a market value of about $8.4 billion, while Burger King's is about $9.6 billion, so together the restaurant companies are currently worth about $18 billion. By moving to a lower-tax jurisdiction, inversion deals enable companies to save money on foreign earnings and cash stowed abroad, and in some cases lower their overall READ MORE Can Inversions Rule Stand Up in Court? (http://blogs.wsj.com/washwire/2014/08/25/ can-treasury-make-inversions-rule-standup-in-court/) More Than Taxes in Play (http://blogs.wsj.com/moneybeat/2014/08/2 5/more-than-taxes-at-play-in-burger-kingtim-hortons-deal) corporate rate. Even though many of the headline-grabbing inversion deals of late have involved European companies, Canada has also been the focal point for a number of them, given its proximity and similarity to the U.S. Canada's federal corporate tax rate was lowered to 15% in 2012. Canada Gets Chance to Tout Low Taxes (http://online.wsj.com/articles/burger-kingin-talks-to-buy-tim-hortons-1408987045) Senator Calls for Burger King Boycott (http://blogs.wsj.com/washwire/2014/08/25/ senator-calls-for-burger-king-boycott-overinversion-talks/) Valeant Pharmaceuticals International Inc., which had been based in California, combined with Canada's Biovail Corp. in 2010 and redomiciled in Canada. The company now has a tax rate less than 5%. After a tide of tax-inversion dealsincluding AbbVie Inc.'s agreed purchase of Ireland's Shire PLC and Medtronic Inc.'s agreement to buy Ireland's Covidien PLC, with other deals expected in the coming monthsthe White House called on Congress to take steps to prevent companies from pursuing inversions. The Treasury Department recently said it is assembling a list of options to deter or prevent the deals for Secretary Jacob Lew to consider. Nevertheless, Burger King, whose initial approach to Tim Hortons came more than a month ago, doesn't plan to have a provision in a merger agreement that would allow it to walk away from a deal if laws are passed that diminish the benefits of inverting, people familiar with the matter said. In the current wave of such deals, most inversions have been struck by health-care companies. An inversion deal by Burger King would suggest that the deals have wider appeal beyond the health industry, as companies from a range of industries consider ways to become more competitive from a tax perspective. Burger King was founded in 1954 with a single restaurant in Miami, where it is now based. It has since grown to be the world's second-largest hamburger chain, according to the company's website. There are more than 13,000 Burger King locations in nearly 100 countries, serving more than 11 million people daily, the site says. MARKET TALK Regulators Shouldn't Get in Burger King's Way Burger King shouldn't face big problems winning Canadian government approval to acquire Tim Hortons if a deal is reached as selling burgers and coffee doesn't pose a national-security risk to Canada. Also, the likely plan to headquarter the combined company in Canada, operate THI as a standalone brand and offer THI a platform to expand internationally should also help BKW meet Canada's net-economic-benefit test. (ben.dummett@wsj.com) Burger King/Tim Hortons Talks Could Speed Up White House Tax Plan The Treasury Department has been proceeding cautiously in its effort to create new rules to deter socalled tax inversions, but news of Burger King considering a move to Canada could speed up the process. It's the first possible acquisition that's been made public since the White House vowed to crack down on the tax code and make these deals less attractive. If more companies follow suit, it could be a sign that firms won't be frozen by the prospect of Treasury intervention. That dynamic could Tim Hortons, based in Oakville, Ontario, is well-known for its coffee, a high-margin business line in which U.S. fast-food giants have raced to grab market share. Burger King has been adding more coffee items and flavors to its menus to catch up with rival McDonald's Corp., which has had success with a specialty coffee line called McCafe. Burger King paired up with Seattle's Best Coffee, a brand owned by Starbuck's Corp., to help its effort gain traction. In 1995, Wendy's Co. acquired Tim Hortons. At the time, the fast-food company's executives were looking for growth outside of the burger market. Activist hedge fund Pershing Square Capital Management, run by William Ackman, and Trian Fund Management later accumulated stakes in Wendy's and demanded that the company spin off the Canadian chain, which it did in 2006. Last year, hedge funds Scout Capital Management LLC and Highfields Capital Management LP announced stakes in Tim Hortons and called for the company to curtail its U.S. expansion plans and increase its leverage to buy back more shares. In 2010, Brazilian private-equity firm 3G Capital Management bought Burger King and took the chain known for its Whopper force the White House to move more aggressively to remove uncertainty currently clouding these tax arrangements. (damian.paletta@wsj.com) burgers private. A few years later, the company structured a complex deal with an investment vehicle co-owned by Mr. Ackman to go public again, while retaining control of the company. Market Talk is a stream of real-time news and market analysis that's available on Dow Jones Newswires 3G, which has offices in Rio de Janeiro and New York, has become a major player in the U.S. food sector, with a taste for iconic brands. Billionaire co-founder Jorge Paulo Lemann was a big shareholder in brewer InBev and helped Tim Hortons is Canada's biggest coffee and doughnut chain. REUTERS engineer its 2008 acquisition of Anheuser-Busch. 3G last year teamed up with Warren Buffett to buy U.S. ketchup maker H.J. Heinz Co. for $23 billion, one of the largest deals of the year. A key rationale for the deal is the potential to leverage Burger King's expertise in global development to boost Tim Hortons' international growth, the companies said, adding they plan operate the two as stand-alone brands. Write to Liz Hoffman at liz.hoffman@wsj.com and Dana Mattioli at dana.mattioli@wsj.com Copyright 2014 Dow Jones & Company, Inc. All Rights Reserved This copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. This copy is for your personal, non-commercial use only. To order presentation-ready copies for distribution to your colleagues, clients or customers visit http://www.djreprints.com. http://www.wsj.com/articles/johnson-controls-said-to-be-in-advanced-talks-to-combine-with-tyco-1453658806 BUSINESS Johnson Controls Said to Be in Advanced Talks to Combine With Tyco A deal could signal that companies are still willing to attempt big takeovers Alex Molinaroli, CEO of Johnson Controls, speaks during a during a session on the opening day of the World Economic Forum in Davos, Switzerland, on Jan. 21. He is expected to run the combined company, according to a person familiar with the matter. PHOTO: JASON ALDEN/BLOOMBERG NEWS By DANA MATTIOLI, DANA CIMILLUCA and MICHAEL SICONOLFI Updated Jan. 24, 2016 1:10 p.m. ET Johnson Controls Inc. and Tyco International PLC are in advanced talks to combine, according to people familiar with the matter, in a deal that could value Tyco as high as $20 billion and signal that companies are still willing to embark on large mergers despite being shaken by recent market volatility. The agreement, details of which could be announced as soon as Monday, comes as both companies struggle to bolster their stock prices. While exact terms couldn't be learned, Johnson Controls has a market value of about $23 billion, while Tyco's was about $13 billion as of Friday's close. A deal could value Tyco at between $15 billion and $20 billion. Johnson Controls, based in Milwaukee, produces auto seating and heating, ventilation and air-conditioning equipment, and replacement batteries for cars, among other things. The company's shares have been hit in the past year amid concerns about its growth, falling by more than 20%. Shares of Tycobased in Ireland and with a U.S. headquarters in Princeton, N.J.meanwhile, have fallen by more than 25% in the same period. READ MORE Tyco Reaches Resolution with IRS Over Tax Dispute (http://www.wsj.com/articles/tyco-reaches-resolutionwith-irs-over-tax-dispute-1453208121) (Jan. 19) Johnson Controls Forecasts Strong Revenue Growth (http://www.wsj.com/articles/johnson-controlsforecasts-strong-revenue-growth-1448973414) (Dec. 1) Tyco Revenue Falls as Currency Impact Hurts (http://www.wsj.com/articles/tyco-revenue-falls-as-currencyimpact-hurts-1447420101) (Nov. 13) Johnson Controls to Shed 3,000 Jobs (http://www.wsj.com/articles/johnson-controls-to-shed-3-000-jobs1442580448) (Sept. 18) Johnson Controls to Spin Off Automotive Business (http://www.wsj.com/articles/johnson-controls-to-spin-offautomotive-business-1437742476) (July 24) Should a deal come to fruition, it would signal that recent waves of selling in markets for everything from oil to stocks haven't derailed the historic mergers-and-acquisitions boom that drove M&A activity to a record high of $4.7 trillion last year, according to Dealogic. Although takeover activity had gotten off to a relatively slow start this year, the deal could signal that companies are still willing to attempt the big takeovers that characterized last year's surge. It also is conceivable that it could be structured as a so-called inversion, a type of transaction that has become popularand controversialin recent years. Inversions typically take the form of a U.S. company acquiring a foreign-based rival and assuming its lower-tax domicile. U.S.-based companies that have acquired other foreign-based Tyco businesses in recent years have switched their corporate registries to take advantage of the favorable tax status. As part of an effort to boost Johnson Controls stock, Chief Executive Alex Molinaroli has been pivoting the company away from low-margin automotive markets to try to become a more profitable \"multi-industrial\" company. Mr. Molinaroli, who became CEO in 2013, has said he wouldn't rule out acquisitions to expand the company's industrial reach. If a deal is completed, it would be the largest in Johnson Controls' more than 100-year history. It is expected that Mr. Molinaroli would run the combined company, according to one of the people familiar with the matter. Mr. Molinaroli has been planning to spin off the company's automotive-seating business this fall, its largest unit and the world's biggest competitor in that segment. It is unclear how a Tyco pact would affect those plans. When Edward Breen took over for former Tyco CEO L. Dennis Kozlowski before Mr. Kozlowski was convicted in 2005 and later served prison time for looting his employer he began disassembling the serial acquirer's former empire. In 2007, Mr. Breen broke up what was then a company with nearly 240,000 employees by spinning off medical-products company Covidien PLC and electronics-component maker Tyco Electronics Ltd. Medtronic Inc. last year bought Covidien for about $40 billion. Today, Tyco focuses on fire, security and video surveillance for commercial buildings through brands such as American Dynamics, Chemguard and Sensormatic. Tyco has had slowing sales growth in recent quarters and its sales and profit outlook for 2016 lagged behind analysts' expectations. Mr. Breen remains on Tyco's board of directors and serves as its chairman. He has been busy on the M&A front of late, as chemical giant DuPont Co., where he recently became CEO, in December struck a landmark merger agreement with Dow Chemical Co.a $120 billion transaction that would be followed by a three-way split of the combined company. It is unclear what the board composition of a combined Johnson Controls-Tyco would be and whether Mr. Breen would have a role. With Tyco's security and fire suppression business lines, Johnson Controls would expand its equipment and services for commercial buildings where developers and building managers often look for suppliers with broad product lines. The company already provides heating and air conditioning gear under the York brand and climatecontrol systems. Johnson Controls has been interested in acquisitions to complement its businesses and replace lost revenue from the spin off of the seating business. But analysts expected the company to continue its recent practice of adding smaller acquisitions and joint ventures. The combination would come on the heels of Shire Plc's agreement this month to buy drugmaker Baxalta Inc. for $32 billionthough that was publicly in the works for months. It also would follow a series of comments from corporate and bank chief executives who have indicated that despite market gyrations, the underpinnings of a strong M&A market remain intact. One way companies could continue agreeing to merge through the volatility is by swapping shares if both stocks have fallen by comparable amounts. Indeed, the Johnson Controls-Tyco deal would involve at least a partial share swap, according to one of the people. Bob Tita contributed to this article. Write to Dana Mattioli at dana.mattioli@wsj.com, Dana Cimilluca at dana.cimilluca@wsj.com and Michael Siconolfi at michael.siconolfi@wsj.com Copyright 2014 Dow Jones & Company, Inc. All Rights Reserved This copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. 1 2 3 4 5 1 the US companies have also been implementing tax inversions recently. For example recently a tax inversion occurred when Burger King relocated their corporate headquarters from Miami, FL to Canada. See Miami's own Burger King will be merging with Tim Horton's What is a tax inversion? What does a US company have to gain by implementing a tax inversion? Is this a form of tax avoidance or tax evasion? Explain why. What are the ramifications of these tax inversions for the US and cities like Miami? On a side note, what did Dennis Koslowski, the prior CEO of Tyco do that caused him to go to jail and how much was involved? Directions for article feedback: Read the above articles and write a response using Microsoft Word addressing the questions above. You are welcome to use outside source/sources. Remember that you can also use the online WSJ website search bar and input search terms to see any related articles that have been published in the last 90 days. Just remember to cite your source at the bottom of your article response. Your Turn It In similarity % must be less than 15% to receive any grade. 2 Grading: 3 A thorough and complete response exceeding 800 words (not including your references) will provide full points. Do not include the questions in your response