Burger King 2012 Annual Report Download - page 93

Table of Contents
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We incurred approximately $16.0 million of financing costs related to the 2012 Credit Agreement, including approximately $10.8 million recorded as
deferred financing costs, which are classified as other assets, net on the condensed consolidated balance sheets, and amortized to interest expense using the
effective interest method. The remaining fees are included in loss on early extinguishment of debt.
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In connection with the 3G Acquisition of Holdings by 3G, BKC and Holdings entered into a credit agreement dated as of October 19, 2010, as amended
and restated as of February 15, 2011 (the “2011 Amended Credit Agreement”). The 2011 Amended Credit Agreement provided for (i) two tranches of term
loans in aggregate principal amounts of $1,600.0 million and €200.0 million (the “Term Loans”), each under a term loan facility (the “Term Loan Facility”)
and (ii) a senior secured revolving credit facility for up to $150.0 million of revolving extensions of credit outstanding at any time (including revolving loans,
swingline loans and letters of credit) (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facilities”). The maturity date for
the Term Loan Facility was October 19, 2016 and the maturity date for the Revolving Credit Facility was October 19, 2015. As described above, borrowings
under the 2011 Amended Credit Agreement were refinanced by the 2012 Credit Agreement.
We were allowed to prepay the Term Loans in whole or in part at any time. During 2012, we made $37.7 million in voluntary prepayments of our Term
Loans.
Under the Credit Facilities, BKC was required to comply with customary financial ratios and the Credit Facilities also contained a number of
customary affirmative and negative covenants. The Company was in compliance with all 2011 Amended Credit Agreement financial ratios and covenants at
the time of the refinancing in September 2012.
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At December 31, 2012, we had outstanding $794.5 million of senior notes due 2018 that 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”). The Senior Notes mature on October 15, 2018. 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. During 2011, we
repurchased and retired Senior Notes with an aggregate face value of $2.5 million for a purchase price of $2.7 million, including accrued interest.
The Senior Notes are general unsecured senior obligations of BKC that rank pari passu in right of payment with all our existing and future senior
indebtedness. The Senior Notes are effectively subordinated to all our Secured Indebtedness (including the 2012 Credit Facilities) to the extent of the value of
the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities, including preferred stock, of non-guarantor
subsidiaries.
The Senior Notes are guaranteed by Holdings and all existing direct and indirect subsidiaries that borrow under or guarantee any indebtedness or
indebtedness of another guarantor. Additionally, in August 2012 the Company entered into a Supplemental Indenture to guarantee BKC’s obligations under the
Senior Notes. Under certain circumstances, subsidiary guarantors may be released from their guarantees without the consent of the holders of the Senior
Notes.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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