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Based on a preliminary count by the exchange agent, Computershare Trust Company, N.A., 262,679,833 shares of McDonald's common stock were tendered for exchange, including 167,389,231 shares that were tendered by notice of guaranteed delivery. McDonald's will accept for exchange 18,628,187 shares of McDonald's common stock in exchange for the 16,539,967 shares of Chipotle class B common stock held by McDonald's. Shareholders who owned less than 100 shares of McDonald's common stock, or an "odd-lot," who have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the exchange offer.
Based on the preliminary results, if all shares tendered by notice of guaranteed delivery are delivered under the terms of the exchange offer, the estimated preliminary proration factor applied to tendered shares of McDonald's common stock (i.e., the percentage of tendered shares that will be accepted) is 7.0%. The estimated preliminary proration factor is subject to change. McDonald's expects to announce the final results of the exchange offer, including the final proration factor, on or before Thursday, October 12, 2006.
Shares of Chipotle class B common stock will be credited to accounts of tendering shareholders by the exchange agent promptly after the final results of the exchange offer are announced. In addition, checks in lieu of a fractional share of Chipotle Class B common stock and shares of McDonald's common stock tendered but not accepted for exchange are expected to be delivered or mailed promptly after the final results of the exchange offer are announced.
The terms and conditions of the exchange offer are more fully described in an exchange offer prospectus previously filed by Chipotle and a Schedule TO previously filed by McDonald's with the Securities and Exchange Commission. Shareholders who tendered their shares by means of a notice of guaranteed delivery before expiration of the offer must deliver the related shares to the exchange agent by Wednesday, October 11, 2006.
Morgan Stanley & Co. Incorporated served as the dealer manager for the transaction.