Burger King 2006 Annual Report Download - page 41

we sold 25,000,000 shares in the offering. The managing underwriters in the offering were J.P. Morgan
Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
The net proceeds received by us in the offering were $392 million, determined as follows (in millions):
Aggregate offering proceeds to the CompanyÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $425
Underwriting discounts and commissions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 28
Other fees and expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5
Total Expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 33
Net Proceeds to the Company ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $392
On May 26, 2006, we used $350 million of the net proceeds to repay the loan under our senior secured
credit facility that was incurred to finance, in large part, the February 2006 dividend, described above under
the heading ""Dividend Policy'', and a one-time compensatory make whole payment in the amount of
$33 million to certain holders of options and restricted stock units. In February 2006, we entered into an
agreement with the Sponsors to pay a termination fee of $30 million to terminate our management agreement
with the Sponsors upon completion of the initial public offering. The $30 million management agreement
termination fee was paid in May 2006. The remainder of the net proceeds which totaled $12 million, will be
used for general corporate purposes. The Goldman Sachs Funds, affiliates of Goldman, Sachs & Co., one of
the managing underwriters in our initial public offering, own in excess of 10% of the issued and outstanding
shares of our common stock. Except for amounts paid to Goldman, Sachs & Co., none of the underwriting
discounts and commissions or offering expenses was incurred or paid to associates of our directors or to
persons holding 10% or more of our common stock or to our affiliates.
Item 6. Selected Financial Data
On December 13, 2002, we acquired BKC through private equity funds controlled by the Sponsors. In this
report, unless the context otherwise requires, all references to ""we'', ""us'' and ""our'' refer to Burger King
Holdings, Inc. and its subsidiaries, including BKC, for all periods subsequent to our December 13, 2002
acquisition of BKC. All references to our ""predecessor'' refer to BKC and its subsidiaries for all periods prior to
the acquisition, which operated under a different ownership and capital structure. In addition, the acquisition
was accounted for under the purchase method of accounting and resulted in purchase accounting allocations
that affect the comparability of results of operations between periods before and after the acquisition.
The following tables present selected consolidated financial and other data for us and our predecessor for
each of the periods indicated. The selected historical financial data as of June 30, 2006 and 2005 and for the
fiscal years ended June 30, 2006, 2005 and 2004 have been derived from our audited consolidated financial
statements and the notes thereto included in this report. The selected historical financial data as of June 30,
2004 and 2003 and for the period December 13, 2002 to June 30, 2003 have been derived from our audited
consolidated financial statements and the notes thereto, which are not included in this report.
The selected historical financial data for our predecessor as of June 30, 2002 and for the period July 1,
2002 to December 12, 2002 and the fiscal year ended June 30, 2002 have been derived from the audited
consolidated financial statements and notes thereto of our predecessor, which are not included in this report.
The combined financial data for the combined fiscal year ended June 30, 2003 have been derived from the
audited consolidated financial statements and notes thereto of our predecessor and us, but have not been
audited on a combined basis, do not comply with generally accepted accounting principles and are not
intended to represent what our operating results would have been if the acquisition of BKC had occurred at
the beginning of the period. The other operating data for the fiscal years ended June 30, 2006, 2005 and 2004
have been derived from our internal records.
The selected historical consolidated financial and other operating data included below and elsewhere in
this report are not necessarily indicative of future results. The information presented below should be read in
conjunction with ""Management's Discussion and Analysis of Financial Condition and Results of Operations''
in Part II, Item 7 and our audited consolidated financial statements and related notes and other financial
information appearing elsewhere in this report.
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