Yum China Holdings, Inc. (The ‘‘Company’’)
Total Page:16
File Type:pdf, Size:1020Kb
17AUG201102232621 October 7, 2016 Dear Yum! Brands, Inc. Shareholder: We are pleased to inform you of the separation of our world-class China business from Yum! Brands, Inc. (‘‘YUM’’) into a newly formed public company named Yum China Holdings, Inc. (the ‘‘Company’’). We expect that the separation of the Company from YUM will result in two powerful, best-in-class companies, each with a separate strategic focus. The Company, a market leader with decades of accumulated consumer loyalty and world-class operations in China, will become a licensee of YUM in China with an attractive investment profile and significant opportunity for growth, while YUM, one of the world’s largest restaurant companies with three iconic brands, will focus on expanding the presence and performance of KFC, Pizza Hut and Taco Bell around the world outside of China. The separation reinforces our strong commitment to creating value for our shareholders. The separation will be completed by way of a pro rata distribution of the outstanding shares of Company common stock to our shareholders of record as of 5:00 p.m., Eastern Time, on October 19, 2016, the record date. Each YUM shareholder will receive one share of Company common stock for each share of YUM common stock held on the record date. We expect your receipt of shares of Company common stock in the distribution to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. You should consult your own tax advisor as to the particular tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws. The distribution does not require YUM shareholder approval, nor do you need to take any action to receive your shares of Company common stock. Immediately following the separation, you will own common stock in YUM and the Company. The Company’s common stock will be listed on the New York Stock Exchange under the symbol ‘‘YUMC,’’ while YUM’s common stock will continue to trade on the New York Stock Exchange under the symbol ‘‘YUM.’’ The enclosed Information Statement, which is being made available to all YUM shareholders as of the record date for the distribution, describes the separation and distribution in detail and contains important information about the Company, including its business, financial condition and operations. We urge you to carefully read this Information Statement in its entirety. Sincerely, 10MAR201507325489 Greg Creed Chief Executive Officer Yum! Brands, Inc. 17AUG201102232621 October 7, 2016 Dear Future Yum China Holdings, Inc. Stockholder: It is our pleasure to welcome you as a stockholder of our company, Yum China Holdings, Inc. (the ‘‘Company’’). Following the distribution of the outstanding shares of our common stock to shareholders of Yum! Brands, Inc. (‘‘YUM’’), we will be a newly listed, publicly traded business that is expected to be China’s largest independent restaurant company. The Company will initially have over 7,200 restaurants across China, one of the world’s largest and fastest growing economies. Our relationship with YUM will allow us to leverage well-known brands and build on decades of experience in the Chinese market. In addition, we expect that the recently announced agreement for an investment in the Company by Primavera and Ant Financial will create additional long-term value for our stockholders. We believe that this partnership with two well-established players in the Chinese market will present great strategic value to the Company and our stockholders. The Company is well-positioned for future growth, with extensive opportunities to expand within China through new unit development. We invite you to learn more about the Company by reviewing the enclosed Information Statement. We urge you to read the Information Statement carefully and in its entirety. We are excited by our future prospects, and look forward to your support as a holder of shares of the Company’s common stock. Sincerely, 7OCT201612200959 Micky Pant Chief Executive Officer Yum China Holdings, Inc. INFORMATION STATEMENT Yum China Holdings, Inc. This Information Statement is being furnished to the shareholders of Yum! Brands, Inc. (‘‘YUM’’) in connection with the distribution by YUM to its shareholders of all of the outstanding shares of common stock of Yum China Holdings, Inc., a wholly owned subsidiary of YUM, that will hold, directly or indirectly, the assets and liabilities associated with YUM’s operations in China(1) (the ‘‘Company’’). To implement the distribution, YUM will distribute all of the outstanding shares of Company common stock on a pro rata basis to YUM shareholders in a distribution that is intended to be tax-free to YUM shareholders for U.S. federal income tax purposes. In connection with the distribution, YUM and the Company have entered into investment agreements with each of Pollos Investment L.P., an affiliate of Primavera Capital Group (‘‘Primavera’’), and API (Hong Kong) Investment Limited, an affiliate of Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (‘‘Ant Financial’’ and together with Primavera, the ‘‘Investors’’). Pursuant to the investment agreements, which are substantially on the same terms and which we collectively refer to as the ‘‘investment agreements,’’ immediately following the distribution and in exchange for an aggregate purchase price of $460 million, the Investors will acquire and the Company will issue to the Investors, subject to the terms and conditions of the investment agreements, shares of Company common stock representing in the aggregate between 4.3% and 5.9% of the Company’s common stock issued and outstanding immediately following the distribution (to be determined based on the volume weighted average trading price of Company common stock during the trading days between the 31st and 60th day following the closing), as well as the right to receive certain warrants exercisable for an additional approximately 4%, in the aggregate, of the Company’s issued and outstanding common stock. We refer to the transactions described above collectively as the ‘‘Investment.’’ In connection with the Investment, the Company and the Investors will also enter into a shareholders agreement, relating to certain rights and obligations of the Investors as holders of the Company’s common stock and the warrants. Please refer to the ‘‘Presentation of Information’’ below for how we refer to Yum! Brands, Inc., YUM, Yum China Holdings, Inc., the Company, Primavera, Ant Financial and the Investors in this Information Statement. You will receive one share of Company common stock for each share of YUM common stock held of record by you as of 5:00 p.m., Eastern Time, on October 19, 2016, the record date for the distribution. You will receive cash in lieu of any fractional shares of Company common stock that you would otherwise have received after application of the above distribution ratio. As discussed herein under ‘‘The Separation and Distribution—Trading Between the Record Date and Distribution Date,’’ if you sell your shares of YUM common stock ‘‘regular-way’’ after the record date and before the distribution, you will also be selling your right to receive shares of Company common stock in connection with the separation. We expect that shares of Company common stock will be distributed by YUM to you after the close of trading on the New York Stock Exchange (‘‘NYSE’’) on October 31, 2016. We refer to the date on which YUM commences distribution of the Company common stock to the holders of shares of YUM common stock as the ‘‘distribution date.’’ No vote of YUM shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send YUM a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing YUM shares or take any other action to receive your shares of Company common stock. There is no current trading market for Company common stock, although we expect that a limited market, commonly known as a ‘‘when-issued’’ trading market, will develop on or shortly before the record date for the distribution. We expect ‘‘regular-way’’ trading of Company common stock will begin on November 1, 2016, the first trading day following the completion of the distribution. The Company has been authorized to list its common stock on the NYSE under the symbol ‘‘YUMC.’’ In reviewing this Information Statement, you should carefully consider the matters described under the caption ‘‘Risk Factors’’ beginning on page 19. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense. This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this Information Statement is October 7, 2016. This Information Statement was first made available to YUM shareholders on or about October 10, 2016. (1) As used herein, unless the context otherwise requires, references to ‘‘China’’ mean the ‘‘People’s Republic of China’’ or ‘‘mainland China,’’ excluding Hong Kong, Taiwan and Macau. TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION ....... 1 INFORMATION STATEMENT SUMMARY ...................................... 9 SUMMARY SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL