LETTER OF TRANSMITTAL

 

BURGER KING CORPORATION

 

Offer to Exchange

 

$800,000,000 97/8% Senior Notes due 2018

 

for

 

$800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933

 

Pursuant to the Prospectus, dated          , 2010

 

 

 

 

 

The exchange agent for the Exchange Offer is
Wilmington Trust FSB

Facsimile Transmission:
(for eligible institutions only):
(302) 636-4139
Attn: Sam Hamed

To Confirm by Telephone:
(302) 636-6181
Attn: Sam Hamed

By Hand and Overnight Delivery or Certified Mail:
Wilmington Trust FSB
c/o Wilmington Trust Company
Corporate Capital Markets
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1626
Attn: Sam Hamed
Burger King Corporation
$800,000,000 97/8% Senior Notes due 2018

 

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via facsimile to a number other than as set forth above will not constitute a valid delivery.

 

 

 

 

The undersigned acknowledges that the undersigned has received the prospectus, dated           , 2010, of Burger King Corporation, a Florida corporation, which we refer to as BKC in this letter, and this letter of transmittal, which together constitute BKC’s offer to exchange, which we refer to as the Exchange Offer in this letter. BKC is offering to exchange all of its outstanding unregistered $800,000,000 97/8% Senior Notes due 2018, which we refer to as the Original Notes, for registered $800,000,000 97/8% Senior Notes due 2018, which we refer to as the Exchange Notes. The Original Notes are, and the Exchange Notes will be, guaranteed, jointly and severally, on a senior unsecured by Burger King Holdings, Inc. (“Holdings”) and BK Acquisition, Inc., BK CDE, Inc., Burger King Interamerica, LLC, Burger King Sweden Inc., Distron Transportation Systems, Inc., Moxie’s, Inc., The Melodie Corporation, TPC Number Four, Inc. and TQW Company (collectively with Holdings, the “Guarantors”). In addition, the Original Notes are, and the Exchange Notes will be guaranteed by all of our future direct and indirect subsidiaries that borrow under or guarantee any obligation under the New Credit Facilities (as defined in the prospectus) or that guarantee our indebtedness or indebtedness of another guarantor. We refer to this letter of transmittal as this letter.

 

For each Original Note accepted for exchange, the holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Original Notes. As a result, registered holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid. Original Notes accepted for exchange will cease to accrue interest from and after the closing date of the Exchange Offer. Holders of Original Notes accepted for exchange will not receive any payment of accrued interest on such Original Notes on any interest payment date if the relevant record date occurs on or after the closing date of the Exchange Offer.

 

This letter is to be completed by a holder of Original Notes if certificates for Original Notes are to be forwarded with this letter. Tenders of Original Notes by book-entry transfer by holders of Original Notes in book-entry form must be made by delivering an agent’s message transmitted by The Depository Trust Company, which we refer to as DTC in this letter, pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Delivery Procedures for Tending Original Notes Held with DTC” section of the prospectus in lieu of this letter. The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agreed to be bound by the terms and conditions of the Exchange Offer, including the representations and warranties contained in this letter of transmittal, and that BKC may enforce this letter of transmittal against such participant. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the exchange agent’s account at DTC, which we refer to as a book-entry confirmation in this letter, and all other documents required by this letter to the exchange agent at or prior to 12:00 midnight, New York City time, on the expiration date, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the prospectus. See Instruction 1.

 

The Original Notes have CUSIP numbers 095231AA4 and U0929BAA8.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

 

The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. List below the Original Notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

 

o	Check here if tendered Original Notes are being delivered by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

	Name of Tendering Institution:

	Account Number:

	Transaction Code Number:

o	Check here if tendered Original Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following:

	Name(s) of Registered Holder(s): Window Ticket Number (if any):

	Date of Execution of Notice of Guaranteed Delivery:

	Name of Institution Which Guaranteed Delivery:

	Account Number:

	Transaction Code Number:

o	Check here if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

	Name:

	Address:

 

SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

Ladies and Gentlemen:

 

Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to BKC the aggregate principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, BKC all right, title and interest in and to such Original Notes as are being tendered hereby.

 

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, BKC will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by BKC. The undersigned hereby further represents that:

 

 

The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the Staff of the Securities and Exchange Commission, which we refer to as the SEC in this letter, as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of BKC or any of the Guarantors within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the Staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of BKC or any of the Guarantors, is a broker-dealer who acquired Original Notes in the initial private placement and not as a result of market-making activities or other trading activities or is engaged in or intends to engage in or has any

arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder:

 

 

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. By tendering, the undersigned further represents to BKC that:

 

 

The undersigned acknowledges that BKC’s acceptance of Original Notes validly tendered for exchange pursuant to any one of the procedures described in the section of the prospectus entitled “The Exchange Offer” and in the instructions hereto will constitute a binding agreement between the undersigned and BKC upon the terms and subject to the conditions of the Exchange Offer.

 

The undersigned will, upon request, execute and deliver any additional documents deemed by BKC to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the prospectus.

 

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the Exchange Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes.”

 

The undersigned, by completing the table entitled “Description of Original Notes” above and signing this letter of transmittal, will be deemed to have tendered the Original Notes, as set forth in such table above. Please read this entire letter of transmittal carefully before completing the table above.

 

Name(s)

Address:

TIN

 

Name(s)

Address:

 

 

Important: Unless guaranteed delivery procedures are complied with, this letter of transmittal (or a manually signed facsimile hereof) or an agent’s message in lieu thereof pursuant to DTC’s ATOP system (together with the certificates evidencing Original Notes or a book-entry confirmation, as applicable, and all other required documents) must be received by the exchange agent at or prior to 12:00 midnight, New York City time, on the expiration date.

 

In order to validly tender Original Notes for Exchange Notes, holders of Original Notes in certificated form that wish to tender their Original Notes for Exchange Notes in the Exchange Offer must complete, execute and deliver this letter of transmittal.

 

Except as stated in the prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the prospectus, this tender for exchange of Original Notes is irrevocable.

 

X
X

Area Code and Telephone Number:

Name(s):

Capacity:

Address:

Tax Identification No.:

Signature(s) Guaranteed by an Eligible Institution:

 

INSTRUCTIONS

 

Forming part of the terms and conditions of the Exchange Offer of Burger King Corporation

 

 

This letter is to be completed by holders of Original Notes if certificates for Original Notes are to be forwarded with this letter. Tender of Original Notes by book-entry transfer by holders of Original Notes in book-entry form must be made by delivering an agent’s message transmitted by The Depository Trust Company, which we refer to as DTC in this letter, in lieu of this letter pursuant to the procedures set forth in “The Exchange Offer— Procedures for Tendering” and “The Exchange Offer—Book-Entry Delivery Procedures for Tending Original Notes Held with DTC” sections of the prospectus. The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering Original Notes on behalf of the holder of such Original Notes, which acknowledgment states that such DTC participant has received and agrees to be bound by the terms and conditions of the Exchange Offer, including the representations and warranties contained in this letter, as set forth in the prospectus and this letter and that BKC may enforce such agreement against such participant. To effectively tender Original Notes by book-entry transfer, holders of Original Notes must request a DTC participant to, on their behalf, electronically transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP”). In the case of Original Notes held:

 

 

and in either case any other documents required by this letter, must be received by the exchange agent at the address set forth herein at or prior to 12:00 midnight, New York City time, on the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000.

 

Holders whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the exchange agent at or prior to 12:00 midnight, New York City time, on the expiration date, or who cannot complete the procedures for book-entry transfer at or prior to 12:00 midnight, New York City time, on the expiration date, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the prospectus. Pursuant to such procedures,

 

(1)   such tender must be made through an eligible institution,

 

 

 

The method of delivery of this letter, any required signature guarantees, the Original Notes and all other required documents, including delivery of Original Notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If Original Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent at or prior to 12:00 midnight, New York City time, on the expiration date.

 

See “The Exchange Offer” section of the prospectus.

 

 

If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled “Description of Original Notes — Aggregate Principal Amount of Original Notes Tendered.” A reissued certificate representing the balance of nontendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this letter, promptly after the expiration date. All of the Original Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

 

 

If this letter is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

 

If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this letter.

 

If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates.

 

When this letter is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an eligible institution.

 

If this letter is signed by a person other than the registered holder, the Original Notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the Original Notes.

 

If this letter is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by BKC, evidence satisfactory to BKC of their authority to so act must be submitted.

 

Signatures on this letter or a notice of withdrawal must be guaranteed by a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial

bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (each an “eligible institution”).

 

Signatures on this letter or a notice of withdrawal need not be guaranteed by an eligible institution, provided the Original Notes are tendered: (i) by a registered holder of Original Notes (which term, for purposes of the Exchange Offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such Original Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an eligible institution.

 

 

Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this letter.

 

 

A U.S. holder of Exchange Notes may be subject to backup withholding at a rate of 28% with respect to interest paid on the Exchange Notes and proceeds from the sale, exchange, redemption or retirement of the Exchange Notes. In order to avoid backup withholding, a U.S. holder of Exchange Notes should provide the exchange agent with such holder’s correct Taxpayer Identification Number (“TIN”) and other certifications on the Substitute Form W-9 enclosed with this Letter of Transmittal. If the shares are in more than one name or are not in the name of the actual owner, please consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9 for additional guidance on which number to report. If the holder does not have a TIN, the holder should write “Applied For” in the space provided for the TIN. If a U.S. holder does not provide a TIN within 60 days of a reportable payment, backup withholding at a rate of 28% may apply to such payment. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the Internal Revenue Service may be obtained.

 

Certain holders (including, among others, corporations and non-U.S. holders) are exempt from these backup withholding and reporting requirements. However, non-U.S. holders may be subject to nonresident withholding on interest payments unless they provide a United States Internal Revenue Service Form W-8BEN or another appropriate version of Form W-8 and are otherwise eligible for the portfolio interest exception, as described in the prospectus relating to the Original Notes, and non-U.S. holders may in any case be subject to nonresident reporting on interest payments.

 

A non-U.S. holder should submit to the exchange agent the appropriate version of Form W-8, properly completed, including certification of such individual’s foreign status, and signed under penalty of perjury. Form W-8BEN is the version of Form W-8 most likely to apply to foreign persons claiming exemption from withholding. Non-U.S. holders should carefully read the instructions to Form W-8BEN and, if applicable, complete the required information, sign and date the Form W-8BEN and return the form to the exchange agent with the completed Letter of Transmittal. In certain cases, Form W-8BEN may not be the proper United States Internal Revenue Service form to be completed and returned, depending on the status of the foreign person claiming exemption from backup withholding. If you are a non-U.S. holder, you must complete and return the appropriate version of Form W-8. Form W-8BEN and other Forms W-8 are available from the exchange agent or from the Internal Revenue web site, at http://www.irs.gov.

 

If the exchange agent is not provided with a properly completed Substitute Form W-9 or the appropriate IRS Form W-8, the holder may be subject to penalties imposed by the Internal Revenue Service. In addition, the depositary may be required to withhold under the backup withholding rules 28% of any

reportable payment made to the holder with respect to Exchange Notes, or to withhold against interest payments under the nonresident withholding rules.

 

Please consult your accountant or tax advisor for further guidance regarding the completion of Substitute Form W-9, Form W-8BEN, or another version of Form W-8 to claim exemption from withholding and backup withholding, or contact the exchange agent.

 

 

BKC will pay all transfer taxes, if any, applicable to the exchange of Original Notes pursuant to the Exchange Offer. If, however, Exchange Notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the exchange of Original Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the consent and this letter, the amount of such transfer taxes will be billed directly to such tendering holder.

 

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this letter.

 

 

BKC reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus with respect to the Exchange Offer and accept all Original Notes tendered and not validly withdrawn, subject to any requirement to extend the period of time during which the Exchange Offer is open.

 

 

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this letter or an agent’s message in lieu thereof, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

 

Neither BKC, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

 

 

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.

 

 

Tenders of Original Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on the expiration date.

 

For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the expiration date at its address set forth below under the caption “Exchange Agent”. The withdrawal notice must:

 

 

(3)   specify, in the case of Original Notes tendered by delivery of certificates for those Original Notes, the certificate numbers shown on the particular certificates evidencing those Original Notes;

 

 

(5)   specify, in the case of Original Notes tendered by delivery of certificates for those Original Notes, the name of the registered holder, if different from that of the tendering holder, or specify, in the case of Original Notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Original Notes; and

 

(6)   be signed by the holder of those Original Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of those Original Notes.

 

The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Original Notes have been tendered for the account of an eligible guarantor institution.

 

If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Book-Entry Delivery Procedures for Tending Original Notes Held with DTC” section of the prospectus, any notice of withdrawal must comply with the applicable procedures of DTC. All questions as to the validity, form and eligibility and time of receipt of such notice will be determined by BKC, whose determination shall be final and binding on all parties. Any Original Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures set forth in “The Exchange Offer—Book-Entry Delivery Procedures for Tending Original Notes Held with DTC” section of the prospectus, such Original Notes will be credited to an account maintained with DTC for the Original Notes) as soon as practicable after withdrawal, rejection of the tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described above at any time at or prior to 12:00 midnight, New York City time, on the expiration date.

 

 

Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent, at the address and telephone number indicated above.

 

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED IN PART 1 THAT YOU ARE AWAITING A TIN.