Corporate Structure

Pizza Pizza Royalty Corp. (“PPRC”), through its ownership of the Partnership, earns royalty income equal to 6% of the system sales of Pizza Pizza restaurants in the royalty pool and 9% of the Pizza 73 restaurants in the royalty pool, less the Partnership’s operating expenses, and PPL’s share of the Partnership income. 

The Partnership’s operating expenses include administrative expenses, deferred financing fees and interest paid on a $47 million bank loan.

Pizza Pizza Limited´s interest in the earnings of the Partnership is through its ownership in Class B and Class D Partnership units. Each Class B and Class D Unit can be exchanged for that number of units equal to the Class B and Class D Exchange Multipliers as defined in the Licence and Royalty Agreement applicable at the date of the exchange.

POST-CONVERSION STRUCTURE

After December 31, 2012, the former Fund Unitholders will be the sole Shareholders of PPRC and will own, directly or indirectly, 73.5% of the common shares of Pizza Pizza GP and all of the Class A LP Units and Class C LP Units. PPL will own all the Class B Units and Class D Units which will be exchangeable for PPRC Shares, instead of Units, based on the number of Units into which such Class B Units and Class D Units are exchangeable from time to time under the Exchange Agreement.

The following diagram illustrates the organizational structure of PPRC following the completion of the Conversion, and the winding-up of the Trust and the Fund. At March 31, 2015, PPRC has 24,618,392 Shares issued and outstanding.

 

As a point of reference the following was the structure of the Pizza Pizza Royalty Income Fund prior to conversion:

Fund Structure