The exchange offer expired at midnight, New York City time, on
October 5, 2006.
The
limit on the number of shares that can be received for each share of McDonald's common stock tendered was not in effect at the expiration
of the exchange offer period.
The final
exchange ratio in connection with the exchange offer is:
0.8879
McDonald's offered to exchange up to an aggregate of 16,539,967
shares of Chipotle class B common stock which it owns for outstanding
shares of McDonald's common stock, as described in more detail in the
exchange offer prospectus. The exchange offer
was designed to permit
holders of McDonald's common stock to exchange their shares for shares
of Chipotle class B common stock at a 10% discount to the
calculated per-share value
of Chipotle class B common stock. Stated another way, for each $1.00 of
McDonald's common stock accepted in the exchange offer, the tendering
holder would receive approximately $1.11 of Chipotle class B common
stock, based on calculated per-share values, subject to the limit and
to
proration referred to below.
The final
calculated per-share value
of each share of McDonald's common stock and Chipotle class B common
stock was determined by averaging the “daily volume-weighted average
price” (or
daily VWAP) of the McDonald's
common stock and the Chipotle class A common stock, respectively, on
the last two trading days of the exchange offer
period. The last two trading days of the
exchange offer period were October 4, 2006 and October 5, 2006.
The information on this website is being provided
solely in connection with the exchange offer and should not be used for
any other purpose. You should refer to the exchange offer prospectus
for additional information about the exchange offer. Copies of the
exchange offer prospectus, the letter of transmittal, the form of
notice of withdrawal and the notice of guaranteed delivery are
available through the links at the top of this page. Further
information regarding terms used on this website that are underlined
and in blue is provided in the glossary below, reachable by clicking on
those terms.
The following formula was used to calculate the number of shares of Chipotle
class B common stock that each tendering shareholder will receive for shares of
McDonald's common stock tendered and accepted in the exchange offer.
Number of shares of
Chipotle class B
common stock
to be received* |
= |
Number of shares
of
McDonald's common stock
tendered, multiplied by
the lesser of |
0.9157 and |
_______ divided by _______
|
*The number of shares received was subject to a limit
of 0.9157 shares of Chipotle class B common stock for each share of
McDonald's common stock accepted in the exchange offer. In addition, since
the exchange offer is over-subscribed, the number of shares McDonald's accepted in the exchange offer will be less than the number of
shares tendered and the exchange offer will be subject to proration.
Using the final
calculated per share values provided in
TABLE B
in the left column, the final number of shares of Chipotle class B
common stock that a tendering holder would receive per share of
McDonald's common stock tendered would equal:
| 0.8879 |
= 1 share, multiplied by the
lesser of |
0.9157 and |
$39.91845
_______ divided by _______
0.9 * $49.95375 |
The following table shows how many shares of Chipotle class B common stock will
be exchanged for a specified number of tendered and accepted shares of McDonald's
common stock.
Number of shares of McDonald's common stock tendered |
Number of shares of Chipotle class B common stock issued in exchange* |
1 |
0.8879 |
10 |
8.8790 |
100 |
88.7900 |
1000 |
887.9000 |
*Note that the fractional share amount is provided
for indicative purposes only. Cash in lieu of fractional shares of
Chipotle class B common stock will be distributed in the exchange
offer.