Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On April 2, 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" or "RBI"), entered
into a purchase agreement (the "Purchase Agreement") with the guarantors named
therein (the "Guarantors") and J.P. Morgan Securities LLC, as representative of
the several initial purchasers listed in Schedule 1 thereto (the "Initial
Purchasers"), relating to the sale by the Issuers of $500 million aggregate
principal amount of their 5.75% First Lien Senior Secured Notes due 2025 (the
"Notes"), in a private placement to "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 will be first lien senior secured obligations of the Issuers
guaranteed on a senior secured basis by each of the Company's subsidiaries that
guarantees the Issuers' obligations under the Issuers' existing senior secured
credit facilities (the "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 is expected to close on or about April 7,
2020, in accordance with the terms of the Purchase Agreement.
The Issuers expect to use the net proceeds from the offering of the Notes for
general corporate purposes.
Amendment No. 5 to the Credit Agreement
On April 2, 2020, the Issuers entered into Amendment No. 5 (the "2020
Amendment") to the Credit Agreement, dated as of October 27, 2014 (as amended,
supplemented or otherwise modified, the "Credit Agreement"), by and among the
Issuer, the Co-Issuer, 1013421 B.C. Unlimited Liability Company, as holdings,
the guarantors party thereto, the lenders party thereto (the "Lenders") and
JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The
2020 Amendment provides the Issuers with the option to comply with a $1 billion
minimum liquidity covenant in lieu of the 6.50:1.00 first lien senior secured
leverage ratio financial maintenance covenant for the period after June 30, 2020
and prior to September 30, 2021. The offering of the Notes is not conditioned
upon the closing of the 2020 Amendment.
There will be no other material changes to the terms of the Credit Agreement.
For a description of the Credit Agreement, see the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 21,
2020.
The foregoing summary of the 2020 Amendment does not purport to be complete and
is qualified in its entirety by reference to the complete terms of the 2020
Amendment, filed as Exhibit 10.71 hereto, which is incorporated herein by
reference.
The Initial Purchasers and the Lenders and their affiliates from time to time
have provided in the past and may provide in the future various financial
advisory, investment banking and other commercial lending services in the
ordinary course of business to the Company and its affiliates. In addition,
affiliates of certain of the Initial Purchasers are lenders and/or agents under
the Senior Secured Credit Facilities and as such are entitled to certain fees
and expenses in connection therewith.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report with respect to the
2020 Amendment is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On April 2, 2020, the Company issued a press release to announce the pricing of
the Notes and the entry into the 2020 Amendment. A copy of the press release is
attached hereto as Exhibit 99.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits



 Exhibit                                  Description
 Number
  10.71       Amendment No. 5, dated as of April 2, 2020, to the Credit Agreement
   99         Press Release dated April 2, 2020
   104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
            within the Inline XBRL document

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