RESTAURANT BRANDS INTERNATIONAL INC. Item 1.01. Entry into a Material Definitive Agreement.
Indenture
Overview
On
Interest; Ranking; Guarantees; Security
The Notes will mature on
The Notes are guaranteed (the "Guarantees") fully and unconditionally, and jointly and severally, on a second lien senior secured basis by each of the Issuers' wholly owned restricted subsidiaries that guarantee the Issuers' obligations under certain credit facilities (including the Senior Secured Credit Facilities).
The Guarantees will be the Guarantors' second-priority senior secured
obligations and will be (i) equal in right of payment with all of such
Guarantors' existing and future senior debt, including borrowings under and
guarantees of the Senior Secured Credit Facilities and guarantees in respect of
the Existing Notes; (ii) effectively subordinated in right of payment to all of
such Guarantors' existing and future first-priority senior secured debt,
including the borrowings under and guarantees of the Senior Secured Credit
Facilities and the obligations under the Existing First Lien Notes and the
existing notes of The
Optional Redemption
The Issuers may redeem some or all of the Notes at any time prior to
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redemption date. The Issuers may redeem some or all of the Notes at any time on
or after
In connection with any tender offer for the Notes, including a change of control offer or an asset sale offer, the Issuers will have the right to redeem the Notes at a redemption price equal to the amount offered in that tender offer if holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer.
Change of Control
If the Issuers experience a change of control, the Issuers must offer to repurchase the Notes from the holders thereof at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest (including additional amounts specified in the Indenture, if any), if any, to, but excluding, the date of such repurchase.
Covenants and Events of Default
The terms of the Indenture, among other things, limit the ability of the Issuer and its restricted subsidiaries to (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens or use assets as security in other transactions; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) merge, amalgamate or consolidate, or sell, transfer, lease or dispose of substantially all of the Issuers' assets; (vi) enter into transactions with affiliates; (vii) sell or transfer certain assets; and (viii) agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Issuers and their restricted subsidiaries. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations that are described in the Indenture.
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment defaults, a failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.
The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, filed as Exhibit 4.16 hereto, and the form of Notes, filed as Exhibit 4.16(a) hereto, each of which is incorporated herein by reference.
Certain Relationships
The initial purchasers and their affiliates from time to time have provided in
the past and may provide in the future various financial advisory, investment
banking, investment management, principal investment, hedging 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. The Issuers
expect to use the proceeds from the issuance of the Notes to repay
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 is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Indenture, dated as of October 5, 2020 , by and among 1011778 B.C.
4.16 Unlimited Liability Company , as issuer, New Red Finance, Inc. , as
co-issuer, the guarantors from time to time party thereto and Wilmington
Trust, National Association , as trustee and collateral agent.
4.16(a) Form of 4.000% Second Lien Senior Secured Notes due 2030 (included as
Exhibit A to Exhibit 4.16).
104 Cover Page Interactive Data File (the cover page tags are embedded within
the Inline XBRL document).
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