| Entry into a Material Definitive Agreement. |
On October 20, 2020, 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “Issuer”), and New Red Finance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer (the
“Co-Issuer”
and, together with the Issuer, the “Issuers”), each a subsidiary of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) with the guarantors named therein (the “Guarantors”) and Morgan Stanley & Co, LLC (“Morgan Stanley”), as representative of the several initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), relating to the sale by the Issuers of $750 million in aggregate principal amount of their 3.500% First Lien Senior Secured Notes due 2029 (the “Notes”), in a private offering to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
The Notes will be first lien senior secured obligations of the Issuers, guaranteed on a senior secured basis by each of the Company’s subsidiaries that guarantee the Issuers’ obligations under the Issuers’ existing senior secured credit facilities.
The Purchase Agreement contains customary representations, warranties and covenants by the Issuers and the Guarantors together with customary closing conditions. Under the terms of the Purchase Agreement, the Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities. The offering of the Notes (the “Notes Offering”) is expected to close on or about November 9, 2020, in accordance with the terms of the Purchase Agreement.
The Issuers expect to use the proceeds from the Notes Offering, together with cash on hand, to redeem a portion of the outstanding aggregate principal amount of the Issuers’ 4.25% First Lien Senior Secured Notes due 2024 (the “2024 Second Lien Notes”), plus any accrued and unpaid interest thereon, and pay related premium, fees and expenses.
On October 20, 2020, the Company issued a press release to announce the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.
Also on October 20, 2020, in connection with the Notes Offering, the Issuers called for redemption $725 million of outstanding aggregate principal amount of their 2024 First Lien Notes at a redemption price equal to 102.125% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
| Financial Statements and Exhibits. |
