Burger King 2006 Annual Report Download - page 37

The sale of a substantial number of shares of our common stock may cause the market price of shares of our
common stock to decline.
Future sales of a substantial number of shares of our common stock in the public market, or the
perception that these sales could occur, could cause the market price of our common stock to decline. The
shares of our common stock outstanding prior to our initial public offering will be eligible for sale in the public
market at various times in the future. We, all of our executive officers, directors and the private equity funds
controlled by the Sponsors and certain of our other officers have agreed, subject to certain exceptions, not to
sell any shares of our common stock until after November 13, 2006 without the prior written consent of
J.P. Morgan Securities Inc. Upon expiration of the lock-up period described above, up to approximately
4,840,944 additional shares of common stock may be eligible for sale in the public market without restriction,
and up to approximately 107,239,245 shares of common stock held by affiliates may become eligible for sale,
subject to the restrictions under Rule 144 under the Securities Act of 1933. In addition, the private equity
funds controlled by the Sponsors have the right to require us to register their shares.
Provisions in our certificate of incorporation could make it more difficult for a third party to acquire us and
could discourage a takeover and adversely affect existing stockholders.
Our certificate of incorporation authorizes our board of directors to issue up to 10,000,000 preferred
shares and to determine the powers, preferences, privileges, rights, including voting rights, qualifications,
limitations and restrictions on those shares, without any further vote or action by our stockholders. The rights
of the holders of our common shares will be subject to, and may be adversely affected by, the rights of the
holders of any preferred shares that may be issued in the future. The issuance of preferred shares could have
the effect of delaying, deterring or preventing a change in control and could adversely affect the voting power
or economic value of the holders of common stock.
We currently do not intend to pay dividends on our common stock and consequently, your only opportunity to
achieve a return on your investment is if the price of our common stock appreciates.
We currently do not plan to pay dividends on shares of our common stock in the near future. The terms of
our senior secured credit facility limit our ability to pay cash dividends. Furthermore, if we are in default under
this credit facility, our ability to pay cash dividends will be limited in certain circumstances in the absence of a
waiver of that default or an amendment to that facility. In addition, because we are a holding company, our
ability to pay cash dividends on shares of our common stock may be limited by restrictions on our ability to
obtain sufficient funds through dividends from our subsidiaries. Consequently, a stockholder's only opportu-
nity to achieve a return on his or her investment in our company will be if the market price of our common
stock appreciates.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our global headquarters is located in Miami, Florida and consists of approximately 213,000 square feet
which we lease as well as another 42,950 square foot building which we also lease. We have recently signed a
15-year lease to move our global headquarters into a building to be constructed in Coral Gables, Florida. We
currently plan to occupy a space of 224,638 square feet in the new building beginning in 2008. Our regional
headquarters are located in Zug, Switzerland for EMEA and Singapore for APAC. We also lease properties
for our regional offices in the United Kingdom, Germany and Spain. The lease for our London office has
expired, and we are currently negotiating renewal terms with the landlord. We lease an office space of
46,864 square feet in Munich, Germany under a lease that expires in August 2015. In Madrid, Spain, we lease
an office space of 16,210 square feet under a lease that expires in March 2009. We believe that our existing
headquarters and other leased and owned facilities are adequate to meet our current requirements.
In the United Kingdom, many of our leases for our restaurant properties are subject to rent reviews every
five years, which may result in rent adjustments to reflect current market rents for the next five years.
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