Burger King 2012 Annual Report Download - page 56

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As of December 31, 2012, we had $1,023.6 million in Tranche A Term Loans outstanding and $695.1 million of Tranche B Term Loans outstanding.
The Tranche A Term Loans mature on September 28, 2017 and the Tranche B Term Loans mature on September 28, 2019. The principal amount of the
Tranche A Term Loans amortizes in quarterly installments of (i) $6.4 million from December 31, 2012 through September 30, 2013, (ii) $12.9 million from
December 31, 2013 through September 30, 2014, (iii) $19.3 million from December 31, 2014 through September 30, 2015, (iv) $25.8 million from
December 31, 2015 through September 30, 2016, and (v) $32.2 million from December 31, 2016 through June 30, 2017, with the balance payable at
maturity. The principal amount of the Tranche B Term Loans amortizes in quarterly installments equal to 0.25% of the original principal amount of the
Tranche B Term Loans, with the balance payable at maturity.
We may prepay the 2012 Term Loan Facility in whole or in part at any time without penalty; however, a 1% premium applies if the prepayment is made
in connection with an interest rate re-pricing event on or prior to September 28, 2013. Additionally, subject to certain exceptions, the 2012 Credit Facilities are
subject to mandatory prepayments in amounts equal to (1) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets
(including as a result of casualty or condemnation); (2) 100% of the net cash proceeds from issuances or incurrences of debt by Holdings, BKC or any of its
restricted subsidiaries (other than indebtedness permitted by the 2012 Credit Facilities); and (3) 50% (with stepdowns to 25% and 0% based upon achievement
of specified total leverage ratios) of annual excess cash flow of BKC and its restricted subsidiaries.
As of December 31, 2012, we had no amounts outstanding under the 2012 Revolving Credit Facility. Funds available under the 2012 Revolving Credit
Facility for future borrowings may be used to repay other debt, finance debt or share repurchases, acquisitions, capital expenditures and other general
corporate purposes. We have a $75.0 million letter of credit sublimit as part of our revolving credit facility, which reduces our borrowing capacity under the
2012 Revolving Credit Facility by the cumulative amount of outstanding letters of credit, which was $11.6 million at December 31, 2012. As of December 31,
2012, our remaining borrowing capacity under the 2012 Revolving Credit Facility was $118.4 million.
As of December 31, 2012, the interest rate was 2.5625% on our outstanding Tranche A Term Loan and 3.75% on our outstanding Tranche B Term
Loan. Interest rate fluctuations applicable to borrowings under the 2012 Credit Agreement attributable to future changes in LIBOR will be partially mitigated by
interest rate caps with a notional value of $1.4 billion.
Based on the amounts outstanding under the 2012 Term Loan Facility and the three-month LIBOR rates as of December 31, 2012, required debt service
for the next twelve months is estimated to be approximately $52.7 million in interest payments and $39.2 million in principal payments.
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As of December 31, 2012 we had outstanding $794.5 million of senior notes due 2018 (the “Senior Notes”) which were issued by BKC. The Senior
Notes bear interest at a rate of 9.875% per annum, which is payable semi-annually on October 15 and April 15 of each year. The Senior Notes mature on
October 15, 2018. Based on the amount outstanding at December 31, 2012, required debt service for the next twelve months on the Senior Notes is $78.5
million in interest payments. No principal payments are due until maturity. BKW, Holdings and all of BKC’s existing direct and indirect domestic
subsidiaries have guaranteed BKC’s obligations under the Senior Notes.
During 2012, we repurchased and retired Senior Notes with an aggregate face value of $3.0 million for a purchase price of $3.4 million, including
accrued interest. We may periodically repurchase additional Senior Notes in open market purchases or privately negotiated transactions, subject to our future
liquidity requirements, contractual restrictions under our 2012 Credit Agreement and other factors.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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