
We're counting down the top 5 episodes of 2024. Coming in at number five is Episode 384 with Alex Behring and Daniel Schwartz of 3G Capital, discussing their unique private equity organization and their wildly successful purchase of...
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Ted Seides
We're counting down the top five episodes of 2024 as measured from Thanksgiving to Thanksgiving by your engagement and downloads. Coming in at number five is episode 384 with Alex Baring and Daniel Schwartz of 3G Capital discussing their unique private equity organization and their wildly successful purchase of Burger King. Please enjoy this this replay of my conversation with Alex Baring and Daniel Schwartz.
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Ted Seides
Hello, I'm Ted Seides and this is Capital Allocators. This show is an open exploration of the people and process behind capital allocation. Through conversations with leaders in the money game, we learn how these holders of the keys to the Kingdom allocate their time and their capital. You can join our mailing list and access Premium content@capitalallocators.com All opinions expressed by.
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TED and podcast guests are solely their own opinions and do not reflect the opinion of Capital Allocators or their firms. This podcast is for informational purposes only and should not be relied upon as a basis for investment decisions. Clients of Capital Allocators or podcast guests may maintain positions in securities discussed on this podcast.
Ted Seides
3G Capital's buyout of burger King may be the most successful private equity deal you've never heard about. Over the last 14 years, or the length of a typical private equity fund, 3G turned a $1 billion investment into $28 billion in value. The annual dividends from the investment accruing to 3G today are around 70% of its invested capital. The deal is one of the highest earning buyouts ever. 3G is an organization with a storied history. Founded by Jorge Paulo Leman, Carlos Alberto Cicupira and Marcel Harman Telles, the group created an owner operated of investing. They rose to prominence through building the largest beer company in the world, initially buying local brewer Brahma in 1989, expanding it and merging with a competitor to become Ambev in 1999, merging with Interbrew to become Imbev in 2004 and taking over Anheuser Busch in 2008 to become AB InBev. Twenty years ago, Alex Baring, a young star on their team, moved to the US to form 3G Capital and take the approach abroad. Burger King was the second largest hamburger fast food chain after McDonald's in 2010.
Daniel Schwartz
When 3G took it private.
Ted Seides
What it accomplished since then has been extraordinary. My guests on today's show to discuss 3G and the deal are Alex Baring and Daniel Schwartz, co managing partners of 3G Capital. Our conversation covers the history of 3G, Alex's journey to form 3G Capital and the 3G playbook. We then dive into the deal, covering the sourcing and deal dynamics, improving operations, growing the business, taking the company public unexpectedly and reloading to buy Tim Hortons, Popeyes and Firehouse subs. Today's Burger King is part of Restaurant Brands International, a public company with the ticker QSR. With a $32 billion market cap and $50 billion enterprise value. This classic deal will widen your aperture on what's possible with the long term compounding holding period and operational excellence. Please enjoy my conversation with Alex Baring and Daniel Schwartz.
Daniel Schwartz
Alex Daniel, thanks so much for joining me.
Alex Baring
It's a pleasure.
Daniel Schwartz
Alex, why don't we start with a full background of 3G?
Alex Baring
So Ted, we started 20 years ago originally as a family office of my co founders. So just Houzz Capital. And what we intended to do originally was to replicate this approach of being long term operating owners of good businesses. A model that was originally developed in Brazil anyway. Subsequently companies took it all over the world and then we wanted to attempt to do that outside of Brazil and that was sort of the inspiration to set up 3G capital in New York City at the time.
Daniel Schwartz
And how did you come to join the organization?
Alex Baring
So I had joined the organization approximately a little less than eight years or nine years before out of the Harvard Business School. I joined out of school in the predecessor private equity firm. They were starting in Brazil. And initially I started as an analyst. I evolved to become a partner and most of my time there I spent running one of the portfolio companies, this company that was a result of multiple railroad privatizations in Brazil. And that was a continuation of the model that had worked so far. To the extent that the partners were able to acquire good business. One of the partners would take a CEO role in that business. So I was a continuation of that approach and I ran the company all the way to taking it public in early 2004, transitioned to a board role and moved my young family to New York city to start 3G Capital.
Daniel Schwartz
This owner operator playbook. What does that mean?
Alex Baring
It ultimately means that we get very, very hands on in the business, that we attempt to chart a path of value creation in the business that essentially typically has three phases to it. It does have an initial phase where we try to put together a team that combines some people that understand our ways of doing things, usually frankly on back end leadership like CEO and then backhand positions, cfo, purchasing and things like that. And we try to combine that with people from the business on the sales, marketing, front of the house jobs. And we try to initially make this first phase, the business more efficient. That frees up cash flow, it frees up focus to enhance or resume. However, the case may be organic growth. And hopefully by the time we've established the basis of a culture and the business is clicking, we are able to source inorganic M and A growth opportunities. So that is the process we typically go through.
Daniel Schwartz
When you think about our way of doing business and driving efficiencies. 3G's been well known for a long time for this concept of zero based budgeting. Would love to hear how that actually works when you first step into a company.
Alex Baring
Yeah, I mean, Ted, I probably should preface this by saying we had this big returns in companies like RBI and where I think we made 28 times the original billion plus capital we put in and we had a 30% IRR in 14 years and things like that. And in spite of all the publicity, the zero based budget gets the portion of that value creation that is directly associated with the efficiencies and therefore with the zero based budget is small. I mean frankly, the majority of that growth came from again the organic and the inorganic growth. But having said that, as a means of introduction to your question, the zero based budgeting process essentially attempts to look at the expense and the capital expenditure base without for a moment abstracting yourself from the existing numbers and from the peers as if you were starting the business at that moment, what would you need? And then of course, you're going to have to compare that with what you have, what the peers have to make sense of it and derive actions and so on. But it's an approach where you take an intellectually honest, honest, grassroots view of cost.
Daniel Schwartz
It brings ownership and accountability to cost. It's about looking at costs as if you are the owners of the business as opposed to just the employees who are fine spending whatever budget is set for them.
If you look at the history of the deals you've done, you're buying what you think is a good business to begin with. And then you're applying this lens of efficiency. What are some examples of things that you found that you were able to, let's just say, take some costs out or drive efficiency that you might think from the outside, well, it's a good business, it's already run well.
I definitely characterize it by saying we're trying to bring an owner operator approach to all facets of the business, be it cost or growth. You look at Burger King, this is a business that was operating at the time we bought it in 80 plus countries that had a 50ish year history of successfully expanding into the second largest fast food hamburger chain in the world. Yet when we looked at it, it wasn't operating as profitably as its peers and it wasn't growing as fast. And so coming in, having a new refresh team with goals around cost management, goals around capital management, goals around growth in terms of the number of restaurants that this business should be opening each year, and setting these bold, ambitious go and hiring the right people and empowering the right people at the company to achieve them kind of allowed us to catapult the business to that next level.
Before we dive into Burger King. I'd love to hear the broader history of the investments you've made at 3G Capital because it's quite a different model when people think about a private equity organization.
Alex Baring
If you were to compare and contrast the approach at 2G Capital with a more traditional private equity approach, I think the three main points I would make is one, we are the largest investors, we, the partners and affiliated entities, are the largest investors on these vehicles that do the deals, number one. Number two, each vehicle is deployed entirely in one situation. So it's 100% concentration. And thirdly, the intent with this business is always to be there for the long, long term. My co founders have been investors of AB InBev now coming on 35 years. We investors in RBI for 14 years now and counting. And in terms of your question on the sequencing, we had an investment in csx, which was a railroad, which was our first way of getting our say, tolls in the water by virtue of not being involved in management, just at the board. It was quite a successful investment for us. Multiple times our money on a declining market in the mid-2000s. And so there was a crisis which by the way favored people to focus on efficiencies and things that we could have provide ideas. That was a good investment, but also it reinforced it to us that the end game was to control something and be involved with management. And that in fact happened at Burger King in 2010 and its subsequent acquisitions of another three brands in the course of the last many years. Then we had an acquisition of Heinz. The Heinz investment was successful. We made several times our money on the big private of Heinz. Then we had the Kraft investment, which was merged with the Heinz investment, but it was a totally separate vehicle. That investment, we just basically got our money back. Wasn't a successful investment, but it validated a fundamental premise of ours, which is we're not a venture capital firm. The downside case must be capital return or capital preservation, like return of sorts. And of course that's one of the key things that drives business selection and business quality. It drives capital structure decisions. For example, the next fund was the fund that bought Hunter Douglas, in which we only leveraged the business four times. So that's part of the approach again that we have. And then we have of course, the ability to do another deal. So that's sort of the sequence in.
Daniel Schwartz
This model where you're putting all your resources into a deal at a time. What does your team look like to.
Alex Baring
Execute this leadership that comes from someone that's a partner here, typically meaning CEO, sometimes cfo. Some back end functions with people that have experience in our system that worked in different deals with us, people from the business that have experience and knowledge, and by the way, people that will take advantage of a great opportunity to invest themselves or to roll their equity or to get more equity in the deal, into the front of the house roles. And then over time we bring a lot of young talent in so that the company breeds its culture and breeds its talent over time. And you can See the result of that in a company like RBI where today 80% of the leadership team is people that are grown into the company.
Daniel Schwartz
How do you think about the type of culture you'd like your portfolio companies to breed?
Not to sound repetitive, but it's culture that if there's one word I could use, it would really be ownership. People who genuinely care and act like owners of the business that they're running. And so there's this line that sometimes there's a delineation in our organizations. We don't like to think of that being delineation between ownership and management. And like the people who are running the company are the people who own the company. And I think it results in them being more entrepreneurial. It results in them bringing this owner's lens to the business, thinking about what's in the best interest of the company, which is also what's in the best interest of the shareholders, as opposed to thinking, oh, what's in the best interest of the management? In our world, we like those to be blended together. And I think the reason it's compelling. If you look at the history with restaurant brands and Burger King, I'd say we're willing to give people a shot maybe a little bit earlier than they get a shot elsewhere. And I think that allowed us over the history of the company, to attract very talented, very ambitious people who, as Alex mentioned, or frankly the folks who are running the business today.
Well, there's probably no better way of getting a feel for this than diving into one of these companies. So let's do that with Burger King. And Daniel, maybe the place to start is when you're bringing this approach to really taking over a company and running it, how do you go about finding a business like Burger King to buy?
We were looking at businesses to buy. This was back in 2009. We're looking at all sorts of different companies. And we found Burger King, one of the regular screening exercises that we do of consumer businesses that are trading below a certain multiple, below a certain total enterprise value. And we saw it, we did a whole bunch of outside in research on the business and we developed a thesis basically around the company that looked something like the following. Great business, great business model. I think we were probably early to have an appreciation of the fully franchised business model and the value of the franchise business model. We felt that it was an iconic brand that had been around 50 plus years. Actually, we spent a lot of time studying the history of the business from the start, from the 1950s. And if you went back in time, you'd learn that the business, after being founded by McLemore and Edgerton, was subsequently sold several times between the 1950s and early 2000s. And that resulted in a series of management changes over the years. And what we found interesting was that notwithstanding this frequent changing in ownership and management, the company flourished into the second largest fast food hamburger restaurant chain globally at the time, around 12,000 restaurants, 80 plus countries. And to replicate something like that, it just felt like it would be really, really hard to do. And so I felt like it was a very good business operating in a really good business model. And when we compared its organizational structure, cost structure, growth profile relative to its peers, and to other companies that we were familiar with, we felt like there would be an opportunity if we were to take this business over, to run it better. I remember we did some initial work and Alex has shared it with you, and you grew up in Brazil and you told me, no, I didn't understand. I'm very, very familiar with Burger King, which I was surprised at the time.
Alex Baring
Yeah, I mean, I first came to the US in the early 70s, to Miami. I had family living there, and I used to eat at Burger King every day. There was the store on 41st street in Miami, which we still own. It's a company store, and I used to go there every day. And then, of course, after the deal became successful, there was some degree of suspicion, even amongst my dear partners, whether the story was true or not. And ultimately, several years later, my mom passed. She had a habit of keeping everything. So I found this letter at her home from me on January 16th of 1975, basically describing, I went to Burger King and ate Whoppers every single day. I never liked to go to McDonald's. I was a hardcore Burger King fan and was interesting to see because as one of the outputs of the analysis was ultimately that the business of Burger King was significantly smaller than the brand. It turned out that I wasn't alone. So the brand was a much bigger thing than the business, which is a great opportunity. Meaning of course, there is growth of the brand. But growing the business to become the size of the brand is a better proposition.
Daniel Schwartz
And while it didn't make the investment memo, the enterprise value of the deal was around 4 billion. It was just over a billion in change of equity to buy the company. I had asked my then fiance, who's a physician, and my mom, who's an attorney. So look, McDonald's is around $80 billion or so. Yum. I think at the time is 30 billion. What do you think Burger King is worth. And so for us it was that billion of equity. You know, the typical answer was I don't know, half McDonald's is worth 80 baby burgers worth 40 or 20 or 20. It met the smell test. Not one, not one, not one. And change of equity capital required to do a take private.
So before you try to take the business private, how do you go about the depth of work required that gets you comfortable that this is something that you should spend your time going?
After many months of intense in depth research, studying the industry, studying the history of the company, studying the company, studying its peers, spending a lot of time visiting restaurants, both of the company and the peers. I remember Alex and I developed relationships with several franchisees. We tour the country and developing relationships with people and just learning and asking questions about how the business is being run and how it could be run. Better detailed benchmarking around the number of restaurants that the brand had in certain countries compared to what the peers had. Understanding those underlying unit economics of how profitable the Burger King restaurants were compared to the peers in certain countries. Ultimately getting comfortable that I know it sounds cliche, but with any investment making sure that there is a large enough margin of safety, if you will, the pro forma entry multiple was low enough that even folks like us probably wouldn't mess it up.
So you're doing all this work before you even try to buy it. And I'm curious, in your research process, how many different types of projects or different companies are you studying with that intensity to decide, okay, that's the one you're going to go knowing from the beginning. You may or may not be able to buy anyone in the public markets that you like.
Probably the best way to explain it is we'll only buy one business every few years, but we study a lot of them. A mutual friend of ours asked, didn't Daniel bring you the Burger King idea? And he said, yeah, but you should have seen the hundred other that he brought me. We look at a lot of different businesses. We go pretty deep in many of them. I'd say we definitely went deeper in Burger King than anything else at the time because of how excited we were.
Alex Baring
Also we had the sense of actionability at Burger King, which sometimes you can see something that's very interesting but you don't see a path to completion. And in Burger King we saw that path because it was a company that had been taken private years before. It was a successful lbo, had been taken back to the public markets and the sponsors were in the process of sequentially exiting the business through blocks. We couldn't really see any strategic buyer for the business. So we figured that they might be amenable to an approach. For someone that wanted to pay a premium to market and take the company.
Daniel Schwartz
Private again, it's probably worth also adding a couple things. One, it was a very good deal for the prior owners. They had made several times their money. And two, at the time the business was struggling. Objectively, it wasn't growing all that much. I think the trailing growth rate for restaurants was around 1 and change percent.
Alex Baring
It wasn't opening that many restaurants at all. Almost 100 restaurants or so.
Daniel Schwartz
There was a big issue with the franchisees and the franchisor, the parent company in the US at the time. There were multiple ongoing lawsuits were centered.
Alex Baring
Around a dollar double cheeseburger sandwich. That was a money loser for franchisees. Which is one of the key things in this business is it's a great business to have a fully franchised brand, but it needs to be very good for everyone to be sustainable. Meaning your franchisees making money is left, right and center of this business. So this was a real problem. People were very disgruntled as a function of that they were suing the company. I think what we were able to do is we're able to separate the short term issues and the short term noise associated with those issues from the fundamental promising long term tenets of the business. I think that's one of the key things on investment analysis. Usually things are depressed. Valuation of things is depressed for a reason. And again, that reason may or may not be structural and sometimes it's hard to differentiate that. And I think we're lucky that in this case our analysis helped us. And Dan did great work on this and the team that was working on this deal to really give us comfort around the nature of the structural advantages of the business and the short term nature of the issues.
Daniel Schwartz
Yeah, I'd say earlier today we were talking about, in hindsight, things look quite.
Alex Baring
Obvious, they always do.
Daniel Schwartz
But at the time it was a really complicated situation. No one else showed up to buy it. And I'd say the headlines were generally that we either overpaid or we didn't know what we bought.
Alex Baring
One of the very reasonable pushbacks that we got as we discussed this in committee was the owners of these businesses were some really respectable private equity firms, ultra successful ones, which had made a lot of money by the way. So what was it that we saw that we wanted to pay? I think at the time a north of 40% premium to market to take this thing private. What was it that we're thinking that we could accomplish that would justify that.
Daniel Schwartz
As you go to get ready to make a bid? And a lot of times companies, you've got embedded constituents, so you do have the private equity owners who may want to be exiting, but you also have a management team who has their jobs. How did you decide how to go about the approach to make the bid for the company?
Alex Baring
I had a good relationship with one of the three private equity owners. I called the managing partner there and then he was a bit surprised, but amenable to a conversation, introduced me to the chairman and CEO at the time. I traveled to Miami, had lunch with him. I think he was properly incentivized. He had been in position for many years, had done a good job because the payback for everybody was happy. And of course, that meant he was also a meaningful equity holder at the business. So they were amenable on both sides. Both management and the Ankor shareholders were interested in the conversation.
Daniel Schwartz
What was the process from that initial overture to getting the deal done?
Alex Baring
Six months of conversations back and forth.
Daniel Schwartz
I think it's worth just maybe giving some context. This is 2010. This is just post global financial crisis. There weren't all that many deals, let alone large deals.
Alex Baring
It's interesting. One of the conversations you would have at that time after the great financial crisis was basically convincing the sellers, in that case that you would have financing, because it's hard even to conceive of that today. But a $4 billion LBO in 2010 was by far the largest deal after the crisis. I needed a long roadshow. That was a long process. And also after the financial crisis, there was still significant volatility to markets and to stock prices, which further complicated matters.
Daniel Schwartz
There were periods from when we started the negotiation to when we signed the transaction where I'd say the lever debt capital markets were soft, if you will, temporarily closed.
So how did the bidding for the company play out?
Alex Baring
So we ended up in a very similar point to where we started. We started at 24, but then the markets became very different and the leverage markets became very different. The equity markets corrected a lot. We went down our offer, which is not the usual intuitive path. We're bidding against ourselves, though. And then we went back up, but the stock was down. So anyway, so it was a long, convoluted, volatile process that ended up in a similar place.
Daniel Schwartz
And what was Burger King when you bought it? In terms of number of stores in.
The footprint, it was around 12,000 stores operating in around 80 plus countries. But I think what was interesting about the time is that it wasn't growing all that much. It was, I don't know, one and a half, 2%, growing a couple hundred units on a base of 12,000. And our competitors were growing a whole lot more. We paid around 4 billion and it was doing around 450 million or so of EBITDA. Maybe $150,175 million of trailing CAPEX at the time. So high, 200-300-ish of unlevered free cash flow. And that's what the business looked like at the time.
So once you have control over it, you now are going to start operating this company. What are those first steps that you took over the first, say six months or year to bring in your people and start to make changes happen?
Alex Baring
The first two steps we took was the composition of the team and subsequently addressing the efficiencies.
Daniel Schwartz
We had a new leadership team which was a combination of folks from 3G. I joined as CFO, one of our partners joined as CEO. We elevated a couple really good people within the company, brought in someone from the beer business that Alex mentioned earlier to help out in terms of people and reorganization. We set an old ambitious goal for the business of trying to be the best and the fastest growing restaurant company globally. We tried to create a more entrepreneurial atmosphere, right? We took down all of the offices, we took down the walls and we created an open floor plan so everyone could have a more collaborative environment. As part of setting this bold, ambitious goal, we copied a lot of what Alex did so successfully at the railroad company in terms of the management style to achieve a long term, bold, ambitious goal. It happens one year at a time. So we set goals for the organization around the number of units that we'd want to open, the sales growth that we'd have, the capital returns that we'd have. And we posted those goals all around the organization to give everyone visibility on how we were doing. So behind people's desks you'd see their goals for the year. Red, yellow and green metrics to create a lot of transparency and visibility within the organization of where it is that we were taking the business and how we were progressing. And then as Alex said, we felt that there was an opportunity to run the business more efficiently. And so as part of the zero based budgeting effort, we kind of compartmentalized costs around the organization and made groups accountable for what it is that they were going to spend. We gave people budgets and we tried to benchmark Inside and outside. And so if one group was spending X dollars a year on travel per person, then the other group should try to match that. Little things like this, it wasn't overly.
Alex Baring
Complicated, but as a result of that we probably as a result of that first phase, we ended up owning the business of a price to earnings ratio of 5,4.
Daniel Schwartz
Yeah, it's like a 25% free cash flow yield within the first year or so on our equity, which gave a.
Alex Baring
Lot of margin of safety to the investment.
Daniel Schwartz
What was so great about this business is that it was a mature business in a sense that it had a 50 year history, but there was so much opportunity to make it way, way bigger. And so after making the business more efficient, we really set our sights on how do we make this the fastest growing restaurant company globally. And we noticed in certain countries the brand was stronger than in other countries, depending on how we'd go to market. And we as a team and board developed a view that we should have large, well capitalized master franchise partners with great local operating expertise in some of the bigger markets. So then we set our sights on creating these partnerships around the world. And in the first couple years we created partnerships in Brazil, in China, in France as an anecdote. I mean when we bought the business in France, there were no Burger King restaurants in France. It's one of our competitors more profitable markets globally. But I think we crossed 2 billion.
Alex Baring
In France, biggest market for the Burger King brand other than the United States.
Daniel Schwartz
Yeah. The seeds that were planted led to a decade plus of growth. And it's still compounding as we talked about earlier, that's really what allowed this to become such a large company.
Can you break down those two aspects of that initial goal setting? The first is efficiencies and the second is growth. As you describe it, it sounds really simple. Put a bunch of goals in place that are tied to these financial metrics and then it happens. What are the aspects of driving what seems like a very simple way of improving efficiencies and actually making that happen at the company.
Alex Baring
Daniel's being humble about the zero based budget that was done there. I mean, there were some real opportunities in the near term to increase ebitda. There was a lot of money being spent away from the business, meaning on more bureaucratic corporate layers and things that really had little impact on sales and little impact on opening the restaurants. There were some meaningful dollars there.
Daniel Schwartz
Nearly 50% growth in EBITDA.
Alex Baring
Yeah.
Daniel Schwartz
What are some examples of those types of expenses that have been in place?
One example many multimillion dollar FedEx budget that 90% of it converted to email instead. Coming in with a fresh set of eyes, making those hard decisions is easier said than done.
Alex Baring
On the growth side, I think one interesting thing I think is this investment horizon difference that we have. Because do I think we are any smarter than any of the prior owners, for example of this business. There's no way, I mean there's some of the smartest people that exist in this industry. That's not the case. I think we did have a very different time horizon. And then for example, some of these expansion opportunities that Dan alluded to, we were talking about France. France became a big deal, but that's now 14 years to the making. But he had to spend a lot of money and attention and focus and actions first to source the right master franchisee, then to make sure organize the capitalization of that franchisee and help them with that. Then local sourcing of ingredients, customization of menu, then slowly real estate. If you want to get quality locations that can be done overnight. So a lot of actions that do create a lot of value but on a longer horizon. Same thing that I said about France, I could have said about China or Brazil. So I think the horizon was an important enabler of us to make some of the decisions that we made the other way.
Daniel Schwartz
We got the organization excited about the direction we were taking the company in is frankly through the equity ownership that we brought to the company. Just like you did the railroad. We had this philosophy that for people who acted like owners and really held themselves accountable and cared, we wanted to make them owners in the business. And so we granted sizable stock options to top 150 people in the organization to become owners of the business. We also let folks who received proceeds as part of the Burger King take private transaction. We let them reinvest those proceeds into the company and we levered them. We gave them a multiple times matching and the other piece that we did each year, we allowed the top couple few hundred people in the business to take a portion of their bonus. And if they wanted to, they could buy stock in what was then private Burger King and we would match them as well. We'd essentially give them leverage. And so we really created this cultural alignment within the organization that we were all on the same team, we were all shareholders, we were all owners of this business that yeah, we'll have to make some tough decisions and we're going to have to do certain things differently if we want the next five years or 10 years to look a little Bit different than the last five, but I think everyone was aligned, everyone was in the same boat with respect to where we needed to take the company.
As you're working through that and buying the existing company and really starting a more rapid expansion, it's hard to get all those people decisions right. I'd love to hear how you thought about assessing people along the way.
Alex Baring
I think this goal system that we have is a great facilitator of that. Evaluating people will never be 100% objective, but we had at least an objective basis to start from in terms of the goals for the year and how did that person stack up against those goals and not only if they achieved them or not, but what is it exactly that they did or didn't do. So we had a system to do this quarterly and at the end of the year it became apparent, I would say in 80% of the cases it was pretty easy to differentiate who was doing more and deserved more responsibility and deserved more equity versus who didn't.
Daniel Schwartz
And we were fortunate. There were a lot of great people at the business in 2010. We would meet with these people and we'd ask them, say, what do you think we could do better? And there was no shortage of great ideas. And there were a lot of people who were promoted who really bought into what we were trying to do. And they had both the knowledge and experience in the business and the ambition, I'd say. We also spent a lot of time recruiting folks out of business school. I would make regular trips to business schools, get the resume books in advance and cold email folks who I thought had impressive resumes. And if you get an email from say cold email CEO or CFO of this company, I'm on campus and you want to meet. I got a nice response rate. And for people who seemed really ambitious and wanted to do something big, something maybe different, we would make offers on the spot and we hired a lot.
Alex Baring
Of great people as a result of that. You look today, our CEO is 37.
Daniel Schwartz
Our CFO is hired out of HBS.
Alex Baring
How old is Sammy now?
Daniel Schwartz
Mid 30s. President of International was also hired out of the MBA program. These people have all been with us decade plus. But it goes back to what Alex is saying. I think that speaks to the long term ownership horizon. The folks we hired, it's 2024. A lot of these folks we hired, we hired 2012, 2013, 24. They grew up in the organization and we knew that a decade in they had an incredible amount of value. But you have to make a long term bet on These folks.
How far along in the trajectory of changing the business did you start thinking about acquisitions?
Alex Baring
That's a great question. The first thing that needed to change for us to do that was our balance sheet. We leveraged, what, quasi seven times, six and a half times off the gates. And we were a few years into this process, back to two and change or three, or not even three. So balance sheet first. So that was the first enabler. The second is we felt the first green shoots of what we were doing in terms of international restaurant growth expansion, in terms of turning the corner on the same store sales into the domestic system. So we saw the green shoots on the organic side coming up, and we had the balance sheet and we had the people. So we started to have some bandwidth of, in terms of people to do more. That got us again back on the.
Daniel Schwartz
Hunt and kind of comfortable with the business. Because we hadn't owned a restaurant company.
Alex Baring
A few years into the business, we liked it a lot more even than we did at the start.
Daniel Schwartz
So where did you turn at that point in time?
Alex Baring
We ended up going public in 2012, year and a half into this mid 12. And this was a late 2010 closing. And between the dividend that was paid and the proceeds of selling quarter of the business or whatever that was, we returned 130% of capital, give or take. Everybody was made whole and we owned 70% of the business, which was at the time, I think our IPO valuation implied 4 or 5x multiple. The original notional investment, which was in and of itself returned.
Daniel Schwartz
Why'd you decide to turn around and go public so quickly after turning it around?
Alex Baring
We didn't. We were approached by a spac, and that was basically run by people that we respected and knew, and they wanted to do a deal with us by virtue of which we would have become a public company. And of course, that was a process in terms of discussing valuation and discussing how to deal with some of the incentives and things that are typically associated with SPACs for which there was a limited space here, given the size of the deal. But that negotiation went well. The valuation was compelling enough. We respected the people that had the spac. We thought they would be good shareholders and good partners. And then we decided to proceed. So we weren't thinking about it.
Daniel Schwartz
So now you're accidentally a public company.
Alex Baring
We were a year or two away from it.
Daniel Schwartz
And then Daniel said, so that plays out first, and then you start looking at expansion.
Yeah, that helped the balance sheet. We were in a $5 billion market cap company, and then we continued to grow quite nicely. We continued to grow our system wide sales at attractive rates. We continued to grow our ebitda, our cash flow. I think we probably reached around a 10 billion or so market cap company. And as Alex said, we like the industry, we like the franchise business model even more than we did prior to becoming owners and operators of the company. And we looked around the world around different franchised restaurant concepts. And I think at some point we came across Tim Hortons and felt that it was one of the most special businesses and brands in any market, in any category we've seen anywhere. And Josh Kobza, our now CEO, led the work on that together with me and Alex and the team here at 3G. And we pursued the acquisition or combination together of Burger King and Tim Hortons. This would have been 2014, 2015 timeframe.
Alex Baring
The more we learned about the Tim Hortons business, the more excited we were. Tim Hortons was a franchisor of excellence, incredible franchisee community. It had most of the real estate in this deal. It manufactured and distributed the products. It was an incredible business, has an unparalleled brand. And I was able, through a common friend to schedule a dinner with the CEO of the business in Toronto. We really hit it off and he was amenable to a proposal from us. Then as we look through the numbers, we needed financing. Not just debt financing, but to make the numbers work properly in the right risk adjusted basis, we needed a few billion of preferred equity at that point. We had developed a good relationship with Warren Buffett. He was good friends with one of my co founders, George Lehman, for many years, had teamed up with us on the Heinz deal that happened in 2013. And we were able to approach Warren, show him the deal. He liked the brand, he liked the Tim Hortons brand. He was very enthusiastic to participate, financing. So we had all the financing lined up and then the challenge really became one of reaching agreement with Tim Hortons. Process that took several months and back and forths of proposals. I think the first proposal that we sent them took six weeks to get a response with absolute radio silence. Respond had half a paragraph where it politely wished us luck, future endeavors. And then in each case we presented a second proposal which was responded in three hours with the exact same half paragraph letter. We later learned of the boardroom dynamics there where there were people in favor, people against, but ultimately were able to navigate that successfully to an announcement. I think we started in March and I think by late August we were announcing a deal. It was quite an interesting thing because Tim Hortons in Canada is a gigantic thing. I don't know that there is a consumer brand in this country that has the same amount of equity and weight. So it's something they had to talk to the Prime Minister about. It had to undergo a government review process and make a variety of commitments. It was quite the process.
Daniel Schwartz
For context, this was at the time for us already a home run of a deal. We had returned 130% of the capital, it was paying a nice dividend. I think it was 10ish billion dollar company. It was a home run in all respects. And again, I think it comes back to the long term nature of how we operate. And even we said to ourselves at the time, most rational private equity firms.
Alex Baring
Would have sold versus relevering and betting everything. Relevering and re betting, re upping everything.
Daniel Schwartz
I remember this is summer I called you, I was the CEO at the time and I said to Alex, I really feel strongly we should bet the firm, we should bet the business on this. To Alex's credit, I mean he believed in it. He was willing to make the bet on the team running the combined business at that point, which in hindsight it's like, oh, it was really obvious that Tim Hortons EBITDA is now 80% higher or whatever it is and the cash flow doubled. We've expanded it globally.
Alex Baring
It was such a good business that even us and our team, we couldn't mess it up.
Daniel Schwartz
When the company twice has said no thanks and they tell you next to nothing in a small paragraph, how do you take it from there to a few months later getting a deal done?
Alex Baring
So we found that we spoke to a lot, try to find channels into the board and then of course through those channels gain insight into what was going on to understand was this a unanimous basically no where, no and we never would do a deal and everybody agrees, or is it something where there is some level of discussion and different views and it turned out to be the latter. And we felt that the business was good enough and that we had enough financial wherewithal to make a better offer that potentially would enable that side of the argument to prevail. And then we felt that there were concerns about us and about basically the Tim Hortons in the past had been sold by the founders to Wendy's. And from Tim Hortons perspective they didn't feel that this had been a great development for them and they were able over time to be spun off of Wendy's and they were independent again. The resistance to the deal was a thought process of do we need to be owned by a US Burger chain again? And this burger chain sometimes could be, maybe short term, maybe they won't focus on Tim Hortons. It would be an afterthought. And we felt all the opposite of that. We felt it was a great business. We wanted to own and then develop long term. We wanted to take it to the world. And we felt that we could help take timss Global. And so we felt that if we were granted the light of day in terms of going and talking to people at the board, that they would understand that. And hopefully that's what happened. And that helped the board then evolve from a little bit of a situation where this is diverging points of view to a more consensual position.
Daniel Schwartz
It didn't help that in the summer of 2014, right in the middle, right in the middle of this, I'll never forget, I was trapped, traveling in India, touring restaurants, that Bloomberg Businessweek had been trying to write a story about us, about our management team at Burger King. Sparing the details. The title of the story was Burger King is run by children and deep dived into all of our ages and backgrounds. I was a CEO at the time for Josh Kobzah. Our now CEO was our CFO. He was 27. Our head of North America was 39. So it didn't help our cause. But I think, as Alex said, eventually when we all met and we talked to them about the plans that we had for the business and our global growth trajectory, not just for Burger King, but for Tim Hortons, it all worked out.
Once you bought that brand, you have these two levers of driving efficiency and growth. How did you think about Tim Hortons?
As is the case with Burger King, there was initial opportunity to run the business more efficiently.
Alex Baring
Also, the combination of two distinct public entities always creates synergies. There were real synergies there.
Daniel Schwartz
But ultimately what's driven and what's driving the value is the global growth of Tim Hortons. And so now throughout Europe, Latin America, Asia, you can go to a lot of countries that at the time of the acquisition, you couldn't have and have a cup of Tim's today. And speaking to the long term nature of our plans and our ownership here, that'll continue to pay dividends and grow for decades.
Alex Baring
Also, there was big opportunity under Tim's business on a consumer CPG level. Tim's went from being at retail other than the stores where we have a 75% share of coffee out of home in Canada. But we were not the leading brand on home consumption. And so that was a big opportunity. Of course it required agreement with the franchisees on how to go about that. But today, I mean that business quadrupled in terms of EBITDA or something over the years and we are the number one brand in Canada.
Daniel Schwartz
As you look at the real estate footprint as you're growing, you've got Burger King internationally, you now have Tim Hortons. You're bringing out just thinking of the yum brands where they've put the Pizza Hut alongside their other brands. How did you think about the real estate footprint of these two?
While there would be back of the house synergies in terms of finance, procurement, supply chain, legal, we actually felt it was very important for the brands to maintain their own distinct brand identity and brand management. Part of that is real estate development and marketing. I think it's very important that each of these brands has their separate management, separate go to market, be seen differently in the eyes of the consumers.
So once you have these two and you've got them humming the way you want, you continue growth. How do you think about continuing to expand from there?
So a couple years later, I'd say like second half of 2016, we began studying balance sheet delevered some of you, we were delivering and we began studying some of the other categories. And at that point we were in coffee, in burgers. One of the fastest growing categories both in the US and globally is chicken. And we felt that we ought to have a presence in chicken. We identified Popeyes as a natural potential addition to the portfolio. And we did quite a bit of work on that business understanding it, understanding its growth potential. It would be a very different transaction than Burger King and Tim's because it was much smaller at that point. We're north of a 25, $30 billion company. This was going to be a sub 2 billion dollar acquisition. And I think we felt that there would be a lot of growth potential both in terms of expanding the unit base domestically and globally.
Alex Baring
Look at it backwards now, seven years of ownership and it's a great case in point to illustrate that the system in play. So you initially had a significant gain in EBITDA by virtue of the back end synergies. Popayas was if you would, a subscale public company. So there were a lot of costs that could come out by virtue of being part of Restaurant Brands International.
Daniel Schwartz
Maybe just to double click that, it's 18 times acquisition buys down to about 12 times rough math just by virtue of doing that.
Alex Baring
Then you fast forward to today own a Company three times as big in sales than what we bought, and again a function of fast international and domestic expansion or restaurant count and basically launching a boneless product, which is a chicken.
Daniel Schwartz
Sandwich restaurant counts up 70%, AUVs up 30%.
You mentioned that the franchise business at the original Burger King you earned was even better than you thought. After you're doing this now the third time, what is it that makes it such a special business?
Alex Baring
The franchise business basically is a business where you partner with people that put their own capital and they're entrepreneurs, they're excellent operators in their parts of the world. They have the ability to identify real estate, they have the ability to attract and train good managers. And then you bring a brand that has great awareness, great preference to the table and that really enables them to win in such a way that from your standpoint, your P and L is mostly comprised of royalties and franchise fees. So it's very, very capital efficient and has a lot of room for it to naturally grow. As long as you don't lose the focus that your business is to make sure that these franchisees make money, that is your business and that they have great returns on capital. You have to always keep line of sight that that's the goal of the business.
Daniel Schwartz
So the other aspect of that is now doing this the third time. It sounds like it works beautifully, but there's always bumps in the road. So what were some of the things you learned from going through it either at Burger King or then at Tim Hortons and now at Popeyes that you got more efficient at over time?
One of the most important avenues for us is making sure that when we buy one of these businesses or when we own one of these businesses, that we have great partners developing the brand in their home markets, that they're well capitalized, great local partners with incredibly strong unit economics. And naturally you're not going to have 100% success or you're going to have bumps along the road. And I think with us it's always learning from the mistakes that you make along the way with certain partners, making sure you have the right local partner that's well capitalized, with the right operating capabilities. Maybe in the early days with certain brands, maybe we went to a country too soon or too quickly, or we picked a partner who had a lot on his or her plate with other businesses or other brands. And I think in any one of those factors can play in, that's when you don't grow as quickly as you can. It sounds pretty simple, but just making sure that we are delivering a great brand with great unit economics to a partner that is ready to be successful in that market. That's when the magic happens. In the case of India, for instance, we didn't rush in. We jointly developed a localized menu with our partner over the course of a year before we opened our first restaurant. And so making sure you take all the steps necessary, both on the company side and the franchisee side to ensure success is probably one of the most important things we can do.
Once you have Popeyes coming, this playbook now is so obvious to just rinse and repeat. So where did you step in after that?
The latest acquisition that we did was a company called Firehouse Subs. This is in the end of 2021. And so that's the fourth leg, we think about that. It's a large category, the subs category. And there are several smaller brands, Firehouse being one of them, that are growing at really, really attractive rates of return. We have an incredible product. The brand stands for something that is incredibly important in the communities in which it operates in terms of giving back. And we see room to grow this business domestically and globally for decades. I think we opened up the first international restaurant, it was under our ownership in Switzerland, and we have ambitions to bring that all around the world. And there's an example of a large sub company that has quite a big global presence. And we think that there's plenty of room to have many, many more Firehouse Subs.
So as you look at all of this today, what are the quantitative metrics of the number of stores or franchises across the brands that are part of RBI?
We have 30,000 restaurants north of 40 billion in sales, 50 billion plus or minus total enterprise value. The company recently had put out that it hopes to grow to 60 billion in the next five or so years. We became a real big business.
You're 14 years in. Do you start to think about an exit, or is this something you're planning to own for another 21 years?
Alex Baring
We love the business. We, I think, at the moment, are so excited. First of all, with the team that we have in place, we have this combination of talent that grew up in the business. We have had the fortune of finally, because we had conversations with our common friend Patrick Doyle for quite some time. Patrick really hit it out of the park in his tenure at Domino's. It's a landmark in this industry and we're so fortunate to have him as our partner. And the combination of Patrick and the young team that we have there that came up through the business, I Think we feel very, very good about people first. We feel very, very good about the continuation of the opportunity to open restaurants around the world and to grow same store sales in all four brands still. So as a combination of those two things, I think this is as the company has publicly guided it can grow high single digit same system wide sales for a long time and the cash conversion of that, given the nature of the fully franchised business, is one in which the company pays a lot of dividends. Today, by the way, we receive two thirds of our notional equity check a year. So it's very cash flowing and has a great compounding line of sight ahead of us. Great team. So we're super excited to own it for many years.
Daniel Schwartz
How do you think about the competition for your own capital between keeping it in a business that doing nicely and you see a lot of visibility compared to the kind of inflection you've been able to create in a new business?
Alex Baring
We think that between the liquidity that we have from these different investments over the years, we do have the capital every several years to try to start a new one of these. We're very excited about Hunter Douglas that we started two years ago in partnership with the Sonnenberg family. We think we can do both as long as we don't get out of the discipline of only starting a new thing every several years when we have people and when we have time to focus and so on.
Daniel Schwartz
How often do you get to be a part of a great business led by a great team of people who you've worked with for a long time and have developed trust and respect for over their successful tenure in the business, be it Patrick and Josh and folks involved there. And so we're excited about the long term outlook for the business.
Alex, you mentioned just a tiny bit at the beginning that you do have another vehicle that you're looking at buying another business. Where are you in that process?
Alex Baring
I don't know that we at the moment have anything where we are really, really ready to pull the trigger on. I mean, we do have some pretty interesting proprietary situations in which we have been able to get close and get engaged and do work on. Although there's nothing that's really mature to.
Daniel Schwartz
Try to find the next Burger King. Ted, how do you think about what.
Industries you'd be interested in looking at?
Maybe a way to answer that is what industries would we not want to look at? We want to own a fundamentally good but somewhat reasonably easy to understand business. And so you could think about what that knocks out and Ideally a business that has a good moat, a long operating history that's not likely to be disrupted or disintermediated anytime remotely soon and ideally businesses that aren't overly cyclical. So it's not like we're working so hard to run the business better and we just get the cycle wrong in place for and those are some of the criteria that we look at. And maybe that's why we ended up owning some of these consumer businesses in the past because they fall into that bucket of somewhat easy to understand, been around for a long time, most likely not going to get disintermediated or disrupted. Try not to over complicate things on our end.
Alex Baring
Incidentally, that's one of the things that's so great about this fully franchised quick service restaurant businesses, which is they're really not cyclical at all. Meaning on downturns people trade down. Look at what happened to The EBITDA of McDonald's or Burger King or Domino's or all these brands in the great financial crisis and the answer is not much. In most cases it grew. So they're very resilient in that way, which is a very positive trait of this kind of business.
Daniel Schwartz
What have been your biggest lessons learned from this deal over this 14 year run?
For me, it was my first deal, it was my first time running a company and I'll apologize in advance for my lesson not seeming overly insightful but frankly it was just the importance of having a great team which again as the 29 year old who was doing the analysis on the deal after we bought the business and Alex came to me and said we need to assemble the team. Just understanding the overall importance on having a people involved in the organization who are fully committed to making it a world class success until you're part of it. I didn't fully appreciate how important it was to have an incredibly talented team running the business.
Alex Baring
Everything that has happened that has enabled us 28 times return on our notional capital in this timeframe and how much more we expect to achieve with this business. So much of it has to do also with having entered a high quality great business. There is no substitute for that, particularly if you're going to hold it for a long, long multi decade period. It needs to be a good business. I don't know that we are one of these people like a Steve Jobs or someone that's really, really smart and a genius that will be able to convert our so so or a bad business into a great business. So we need to find great businesses and Sometimes the greatness will be obfuscated by everything that's going on short term and the noise associated with those things going on short term. The fact that the business is a great business is no small part of what happened here.
Daniel Schwartz
What's both your favorite aspect of doing deals and investing?
We're not a conventional investment firm. My favorite aspect really centers around the people. I had this opportunity to go initially as CFO and then became CEO and ran the company both from the financial side and CEO side for nearly a decade. My favorite part of the whole process was getting to recruit, develop, train some incredibly talented special people who are now today running the organization. It's extremely fulfilling. The people cycle from hire to train, to grow, to lead, to be able to be part of this and part of someone else's success. It's extremely fulfilling. And so for me, that's been far and away no close. Second, the most fun part of the.
Alex Baring
Job for me really is creating 3G capital is probably the most important thing I've been able to get involved in in my career. And I would love this to perpetuate the firm. And I think that my co founders have been a great inspiration that way their whole lives and careers in giving people opportunity, allowing them to chart their own path, allowing them to have the results and benefits and the wealth creation associated with creating their own path. And I would love that to continue here at 3G Capital.
Daniel Schwartz
Well, I'd love to ask you both a couple of fun closing questions. What is your favorite hobby or activity outside of work and family? Alex, why don't you go first.
Alex Baring
I love spear fishing, which is some combination of fishing and free diving. And probably contrary to what we do here, it's probably the most inefficient way of fishing. But it's a lot of fun. You go to nice places. So I spend a lot of time.
Daniel Schwartz
Doing that outside of work and family. Exercise and probably in order of most frequent but least enjoy. I say I run, play tennis and play basketball in that frequency. And my enjoyment is probably the inverse.
Daniel, what's one fact that you find interesting that most people don't know about you?
I'd say I'm definitely more introvert than extrovert, which probably isn't so common for former public company CEOs.
Alex Baring
Alex, I recently got quite involved with philanthropy. It's recent. Very few people know about it. Our foundation has only three years. My wife's very involved with me. We were lucky to recruit this gentleman that was an MBA at Stanford, went down to Brazil. It's basically education for young people and mostly digital education, meaning programming, computer engineering, all the way from basic programming to college to master's to PhD programs have about 100 scholars now. It's small but we have big dreams for it and it's a lot of fun. Hopefully in time you'll become better known.
Daniel Schwartz
What's your biggest pet peeve?
I'd say one of the things that probably bothers me is if people aren't working at 110% or giving something their all. We never really cared if we're the smartest people, but always at least wanted people who were working at 100% and giving the project their everything. Being short of that, that always bothered me.
Daniel, which two people have had the biggest impact on your professional life?
Well, number one, Alex, he gave me a shot at something way, way earlier than I probably deserved. Certainly at a time maybe when others wouldn't give me a shot. And then our three co founders as well.
Alex Baring
Alex, look, my three co founders, I mean, had a huge impact in my life as well. They found me in this MBA program, our Alma material and took big bets on me. One of them particularly this guy, took huge bets on me on a railroad and really believed in me and became a close personal friend in Marcel, Georgia. They really took huge bets here when it came to build through G Capital and I'm forever grateful for that.
Daniel Schwartz
Alex, what's the best advice you ever received?
Alex Baring
When you get into a new situation or a new business, try to find good common sense things to do and don't make huge business decisions about strategic things before you take the time to understand the business. Well, I think to an extent we apply that at Burger King and I think it's something that really prevents big mistakes and usually by focusing on the common sense things that are opportunities to be harvested while you're learning about the business.
Daniel Schwartz
Someone once told me, work really hard to put yourself in a position to get lucky. There's a little bit of luck involved in everything, but you up your odds, you up your chances through your controllable lever of hard work.
All right guys, last one. What life lesson have you learned that you wish you knew a lot earlier in life? Daniel, why don't you go ahead?
Don't be afraid to make a big bet on someone if you really believe in that person, even if maybe that person isn't 100% ready at the time. Don't be afraid. Make the bet.
Alex.
Alex Baring
Yeah, something that I've come to appreciate at this stage of my career I'm at now is to focus your time on the things that make the most difference, because the amount of noise in your day to day, be it on your personal life at times, be it at work, is high.
Daniel Schwartz
Alex Daniel, thanks so much for sharing this incredible story of both 3G and Burger King.
Alex Baring
Thank you for having us.
Daniel Schwartz
Thanks for having us. Ted.
Ted Seides
Thanks for listening to the show. To learn more, hop on our website@capitalallocators.com where you can join our mailing list, access past shows, learn about our gatherings, and sign up for premium content, including podcast transcripts, my investment portfolio, and a lot more. Have a good one and see you next time.
Capital Allocators – Inside the Institutional Investment Industry
Episode 384: Top 5 of 2024 – Featuring Alex Baring and Daniel Schwartz of 3G Capital
Release Date: December 30, 2024
Introduction
In this top-ranked episode of 2024, Ted Seides engages in a comprehensive discussion with Alex Baring and Daniel Schwartz, co-managing partners of 3G Capital. The conversation delves into 3G Capital’s unique private equity strategies, their landmark acquisition of Burger King, and the subsequent growth and operational excellence that transformed the company into a global powerhouse. This episode offers invaluable insights for institutional investors and anyone interested in the intricacies of successful capital allocation.
1. The Evolution of 3G Capital
00:45 – 07:08
Ted Seides begins by highlighting the impressive track record of 3G Capital, particularly their successful buyout of Burger King in 2010. Alex Baring provides a detailed background of the firm, tracing its origins to its founders—Jorge Paulo Lemann, Carlos Alberto Sicupira, and Marcel Telles—and their strategy of owner-operated investing. He explains, “We started 20 years ago originally as a family office of my co-founders... our intention was to replicate the long-term operating ownership model developed in Brazil” (06:01).
Daniel Schwartz adds that his journey with 3G began post-Harvard Business School, evolving from an analyst role to managing a portfolio company in Brazil. This foundation set the stage for 3G’s later international ventures.
2. The Owner-Operator Playbook
07:14 – 10:11
Alex elaborates on 3G’s owner-operator approach, emphasizing hands-on management and phased value creation:
“We attempt to chart a path of value creation in the business that typically has three phases... Initially, make the business more efficient, then focus on organic growth, and finally pursue inorganic growth opportunities” (07:14).
Daniel complements this by explaining the cultural shift towards ownership and accountability:
“It’s about looking at costs as if you are the owners... blending ownership with management to foster an entrepreneurial spirit” (10:11).
3. Acquisition of Burger King
16:43 – 27:18
The discussion shifts to the strategic acquisition of Burger King. Daniel describes the rigorous selection process, noting that 3G only pursues one major acquisition every few years despite evaluating numerous opportunities:
“We look at a lot of different businesses... but we study a lot more deeply into one target at a time” (22:36).
Alex recounts the challenges faced during the 2010 buyout amid the post-financial crisis environment:
“A $4 billion LBO in 2010 was by far the largest deal after the crisis... It was a long, convoluted, volatile process” (27:22).
The initial assessment identified Burger King as a strong brand with untapped operational efficiencies, despite its stagnating growth and internal lawsuits over franchisee relations.
4. Operational Excellence and Efficiency
29:45 – 34:40
Upon acquiring Burger King, 3G implemented zero-based budgeting to drive cost efficiencies. Alex clarifies the impact of this strategy:
“Zero-based budgeting attempts to look at expenses without abstracting from existing numbers... it’s an intellectually honest view of cost” (08:47).
Daniel shares specific measures taken:
“We compartmentalized costs around the organization and made groups accountable for their spending” (30:07).
These efforts led to significant EBITDA growth and a more streamlined, efficient operation, setting the foundation for aggressive expansion.
5. Strategic Growth and Global Expansion
33:27 – 36:04
With operational efficiencies in place, 3G shifted focus to scaling Burger King globally. Daniel explains the strategy of forming master franchise partnerships in key markets:
“We created partnerships in Brazil, China, France... to leverage local expertise and accelerate growth” (33:27).
Alex emphasizes the importance of a long-term investment horizon:
“The horizon was an important enabler... actions that create value over a longer period” (34:11).
This approach facilitated sustained growth, transforming Burger King into a $32 billion market cap company operating in over 80 countries.
6. Going Public and Capital Returns
40:12 – 42:44
In 2012, 3G decided to take Burger King public through a SPAC deal, returning 130% of their capital to investors:
“We returned 130% of capital... everybody was made whole and we owned 70% of the business” (41:00).
Alex explains that the decision was influenced by strong relationships and favorable valuation terms, rather than an initial intent to go public:
“We were approached by a SPAC... the valuation was compelling enough” (41:54).
7. Subsequent Acquisitions: Tim Hortons, Popeyes, and Firehouse Subs
44:00 – 58:47
Building on the success with Burger King, 3G expanded their portfolio by acquiring Tim Hortons in 2015 and Popeyes in 2016. Alex details the strategic rationale behind these acquisitions:
“Tim Hortons was a franchisor of excellence... we saw synergies and global growth potential” (46:23).
Daniel discusses the seamless integration process and the importance of maintaining distinct brand identities:
“We felt it was very important for the brands to maintain their own distinct brand identity... separate management” (51:51).
The addition of Firehouse Subs in 2021 further diversified the portfolio, emphasizing community engagement and global expansion prospects.
8. Culture and People Management
37:54 – 47:32
A cornerstone of 3G’s success is their focus on building a culture of ownership and accountability. Daniel explains how they incentivize employees:
“We granted sizable stock options to top 150 people... creating cultural alignment” (36:04).
Alex underscores the importance of nurturing talent from within:
“Today, 80% of the leadership team is people grown into the company” (15:09).
Their approach fosters long-term commitment and drives entrepreneurial behavior across all levels of the organization.
9. Performance Metrics and Growth Achievements
58:47 – 64:05
By 2024, Restaurant Brands International (RBI), the parent company of Burger King, Tim Hortons, Popeyes, and Firehouse Subs, boasts over 30,000 restaurants with $50 billion in enterprise value. Daniel shares ambitious growth targets:
“The company hopes to grow to $60 billion in the next five years” (58:36).
Alex highlights the resilience and capital efficiency of their franchise model:
“Franchise businesses are very capital efficient and have a lot of room to grow” (55:39).
10. Lessons Learned and Future Outlook
64:05 – 71:44
Reflecting on their journey, both Alex and Daniel emphasize the critical role of a talented team and selecting inherently strong businesses. Daniel states:
“Having an incredibly talented team running the business is essential” (64:05).
Alex adds the necessity of identifying great businesses with sustainable moats:
“There is no substitute for finding a great business, especially for long-term holding” (65:43).
Looking ahead, they express confidence in continuing to apply their disciplined investment approach to new opportunities, such as their recent partnership with Hunter Douglas:
“We do have the capital to start new ventures every several years as long as we maintain our discipline” (60:34).
11. Personal Insights and Closing Thoughts
67:14 – 71:47
In the final segment, Alex and Daniel share personal reflections and philosophies. Alex emphasizes focusing on impactful activities amidst daily noise:
“Focus your time on the things that make the most difference” (71:18).
Daniel highlights the importance of team and mentorship:
“Don’t be afraid to make a big bet on someone if you really believe in that person” (71:17).
Both articulate a commitment to long-term growth and sustained value creation, embodying the principles that have driven 3G Capital’s remarkable success.
Notable Quotes
Alex Baring:
“We attempt to chart a path of value creation in the business that typically has three phases... Initially, make the business more efficient, then focus on organic growth, and finally pursue inorganic growth opportunities.” (07:14)
Daniel Schwartz:
“It’s about looking at costs as if you are the owners... blending ownership with management to foster an entrepreneurial spirit.” (10:11)
Alex Baring:
“Zero-based budgeting attempts to look at expenses without abstracting from existing numbers... it’s an intellectually honest view of cost.” (08:47)
Daniel Schwartz:
“We granted sizable stock options to top 150 people... creating cultural alignment.” (36:04)
Alex Baring:
“There is no substitute for finding a great business, especially for long-term holding.” (65:43)
Conclusion
Episode 384 of Capital Allocators offers a deep dive into 3G Capital’s strategic approach to private equity, highlighting their disciplined investment philosophy, operational excellence, and unwavering commitment to long-term growth. Through the experiences of Alex Baring and Daniel Schwartz, listeners gain a profound understanding of what it takes to build and sustain one of the most successful private equity firms in the industry.
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