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Section 1: 8-K (8-K)

8-K
00016187560001618755false 0001618756 2020-10-20 2020-10-20 0001618756 qsr:RestaurantBrandsInternationalLimitedPartnershipMember 2020-10-20 2020-10-20
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2020
 
 
RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
 
 
 
Canada
 
001-36786
 
98-1202754
Ontario
 
001-36787
 
98-1206431
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
130 King Street West, Suite 300
Toronto, Ontario
  
M5X 1E1
(Address of Principal Executive Offices)
  
(Zip Code)
(905)
845-6511
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbols
 
Name of each exchange
on which registered
Common Shares, without par value
 
QSR
 
New York Stock Exchange
   
Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
 
Title of each class
 
Trading
Symbols
 
Name of each exchange
on which registered
Class B exchangeable limited partnership units
 
QSP
 
Toronto Stock Exchange
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 

Item 1.01.
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.
 
Item 8.01
Other Events.
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.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
  
Description
99    Press release issued by the Company on October 20, 2020.
104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
RESTAURANT BRANDS INTERNATIONAL INC.
 
RESTAURANT BRANDS INTERNATIONAL
LIMITED PARTNERSHIP, by its general partner
RESTAURANT BRANDS INTERNATIONAL INC.
Date: October 20, 2020    
/s/ Jill Granat
    Name:   Jill Granat
    Title:   General Counsel and Corporate Secretary
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Section 2: EX-99 (EX-99)

EX-99

Exhibit 99

LOGO

Restaurant Brands International Inc. Announces Pricing of Offering of

First Lien Senior Secured Notes

Toronto, Ontario – October 20, 2020 – Restaurant Brands International Inc. (“RBI”) (TSX/NYSE: QSR, TSX: QSP), 1011778 B.C. Unlimited Liability Company (the “Issuer”) and New Red Finance, Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”) announced today that the Issuers priced an offering of $750 million in aggregate principal amount of 3.500% First Lien Senior Secured Notes due 2029 (the “Notes”), which represents a $250 million increase in the previously announced size of the offering. The Notes will have a maturity date of February 15, 2029. The closing of the offering of the Notes is expected to occur on or about November 9, 2020, subject to customary closing conditions.

The Notes were priced at 100% of their face value. RBI expects to use the proceeds from the offering of the Notes, 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 First Lien Notes”), plus any accrued and unpaid interest thereon, and pay related premium, fees and expenses. The Issuers expect to redeem $725 million in aggregate principal amount of 2024 First Lien Notes. This press release does not constitute a notice of redemption.

The Notes will be first lien senior secured obligations of the Issuers, guaranteed on a senior secured basis by each of RBI’s subsidiaries that guarantee the Issuers’ obligations under the Issuers’ existing senior secured credit facilities.

The Notes were offered (i) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the U.S. 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world’s largest quick service restaurant companies with approximately $32 billion in annual system-wide sales and 27,000 restaurants in more than 100 countries and U.S. territories. RBI owns three of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, and POPEYES®. These independently operated brands have been serving their respective guests, franchisees and communities for over 45 years.

Forward-Looking Statements

This press release includes forward-looking statements, which are often identified by the words “may,” “might,” “believes,” “thinks,” “anticipates,” “plans,” “expects,” “intends,” or similar expressions and reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements about RBI’s and the Issuers’ expectations and beliefs regarding the issuance of the Notes and the use of proceeds therefrom. The factors that could cause actual results to differ materially from RBI’s expectations are detailed in filings of RBI with the U.S. Securities and Exchange Commission and on SEDAR in Canada, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks related to RBI’s substantial indebtedness, risks related to adverse economic and industry conditions and risks related to unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, pandemics, including coronavirus (COVID-19), or other catastrophic events, all of which could adversely affect its financial condition and prevent it from fulfilling its obligations. RBI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.


SOURCE Restaurant Brands International Inc.

Investors: [email protected]; Media: [email protected]

 

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