Shake Shack 2015 Annual Report Download - page 34

Table of Contents
Use of Proceeds
On January 29, 2015, our Registration Statement on Form S-1 (File No. 333-
201271) was declared effective by the SEC for our IPO pursuant to which we registered and sold an
aggregate of 5,750,000 shares of our Class A common stock (including 750,000 shares sold pursuant to the underwriters' over-
allotment option) at a price of $21.00 per share. J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC acted as joint lead book-
running managers in the offering. Barclays Capital Inc., Goldman, Sachs & Co., and Jefferies
LLC also acted as book-running managers in the offering. William Blair & Company, L.L.C. and Stifel acted as co-
managers in the offering. The offering commenced on January 29,
2015 and did not terminate before all of the securities registered in the registration statement were sold. The offering closed on February 4, 2015, resulting in net proceeds of $106.1
million after deducting underwriters' discounts and commissions of $8.5 million and other offering expenses of $6.2 million. No payments were made by us to directors, officers or
persons owning 10% or more of our common stock or to their associates, or to our affiliates.
We used the net proceeds to us from the IPO to purchase 5,750,000 newly-
issued LLC Interests from SSE Holdings at a purchase price per interest equal to the initial public offering
price per share of Class A common stock.
As sole managing member of SSE Holdings, we caused SSE Holdings to use the proceeds it received as follows: (i) to pay fees and expenses of approximately $6.2 million in
connection with the IPO and the Organizational Transactions, (ii) to repay the outstanding borrowings under our Revolving Credit Facility of approximately $36.0 million, including
approximately $21.9 million of borrowings used to pay a distribution to certain of the Original SSE Equity Owners prior to the offering; (iii) to pay an additional distribution in the
amount of $11.1 million to certain of the Original SSE Equity Owners and (iii) approximately $59.0 million for general corporate purposes, including opening new Shacks and
renovating existing Shacks.
The $11.1 million additional distribution paid by SSE Holdings to the certain of the Original SSE Equity Owners include direct payments to certain directors, executive officers and
beneficial owners of 10% or more of our common stock.
There has been no material change in the use of proceeds as described in the final prospectus filed on January 30, 2015.
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