Burger King Holdings, Inc. filed a registration statement with the SEC today for the sale of $400 million of common stock (click here). While the prospectus does not include a price range or specify how many shares will be sold by BK vs. existing shareholders, it does contain a number of tidbits, including the following:
â€¢ BK has enjoyed seven consecutive quarters of positive comparable sales growth in the United States.
â€¢ For fiscal 2005, BK had revenues of $1.94 billion, net income of $47 million, and cash from operating activities of $218 million.
â€¢ The BK brand represents 36% of the total assets on BKâ€™s balance sheet.
â€¢ 90% of BK restaurants are franchises.
â€¢ BK has $1.35 billion is outstanding debt.
â€¢ It looks like all of the IPO proceeds will be used to pay down debt.
â€¢ BK will be listed on the NYSE under the symbol BKC
â€¢ The group of three private equity funds that currently own 95% of BK (the prospectus refers to them as â€œsponsorsâ€?) will retain a majority stake post IPO. Hence, BK will qualify as a â€œcontrolled companyâ€? under NYSE rules and therefore will not have to comply with various corporate governance standards.
â€¢ The sponsors will be party to a post-IPO shareholders agreement providing for the right of each sponsor to appoint two members to the BK board and certain drag-along, tag-along, and registration rights.
As early reported, BK borrowed $350 million so that it can pay a $367 million cash dividend (95% of which will go to the sponsors) on February 21, 2006. BK will also pay $33 million to holders of BK options and restricted stock unit awards, primarily members of senior management, which we refer to as a compensatory make-whole payment. Additionally, BK agreed to pay a one-time $30 million fee to terminate its management agreement with the sponsors upon completion of the IPO.