Item 1.01. Entry into a Material Definitive Agreement.
OnOctober 20, 2020 , 1011778B.C. Unlimited Liability Company , an unlimited liability company organized under the laws ofBritish Columbia (the "Issuer"), andNew Red Finance, Inc. , aDelaware corporation and a direct wholly owned subsidiary of the Issuer (the "Co-Issuer" and, together with the Issuer, the "Issuers"), each a subsidiary ofRestaurant Brands International Inc. , a corporation organized under the laws ofCanada (the "Company"), entered into a purchase agreement (the "Purchase Agreement") with the guarantors named therein (the "Guarantors") andMorgan 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 outsidethe 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 theU.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 aboutNovember 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99 Press release issued by the Company onOctober 20, 2020 . 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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