Item 1.01. Entry into a Material Definitive Agreement.

First Supplemental Indenture

Overview



On November 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"), entered into a
first supplemental indenture (the "First Supplemental Indenture") to that
certain indenture, dated as of October 5, 2020 (the "Base Indenture" and,
together with the First Supplemental Indenture, the "Indenture"), each by and
among the Issuers, the guarantors party thereto (the "Guarantors") and
Wilmington Trust, National Association, as trustee and collateral agent, in
connection with the issuance and sale by the Issuers to Morgan Stanley & Co. LLC
and certain other initial purchasers of $1,500 million aggregate principal
amount of 4.000% Second Lien Senior Secured Notes due 2030 (the "Additional
Notes"). The Additional Notes are Additional Notes under and as defined in the
Indenture and are treated as a single series with the $1,400 million aggregate
principal amount of 4.000% Second Lien Senior Secured Notes due 2030 (the
"Initial Notes" and, together with the Additional Notes, the "Notes") previously
issued under the Indenture and have substantially the same terms as those of the
Initial Notes for all purposes under the Indenture, including, waivers,
amendments, redemptions and offers to purchase. The Issuers expect to use the
proceeds from the issuance of the Additional Notes and cash on hand to repay all
of the Issuers' $1,450 million outstanding 5.000% Second Lien Senior Secured
Notes due 2025 (the "2025 Second Lien Notes"), plus any accrued and unpaid
interest thereon, and pay related premium, fees and expenses.

The Additional Notes issued pursuant to Regulation S ("Regulation S") under the
U.S. Securities Act of 1933, as amended (the "Securities Act") are initially
issued bearing a temporary CUSIP number that differs from the CUSIP number under
which the Initial Notes issued pursuant to Regulation S currently trade. As
promptly as practicable following the 40th day after the issue date, we intend
to cause the Additional Notes issued pursuant to Regulation S to be consolidated
with and share the same CUSIP number as the Initial Notes issued pursuant to
Regulation S. Following such consolidation, we expect that the Additional Notes
issued pursuant to Regulation S will be fungible with the Initial Notes issued
pursuant to Regulation S for trading purposes.

Interest; Ranking; Guarantees; Security



The Notes will mature on October 15, 2030 and bear interest at a rate of 4.000%
per annum, payable semi-annually in cash in arrears on April 15 and October 15
of each year, beginning on April 15, 2021. The Notes are second lien senior
secured obligations and are (i) equal in right of payment with all of the
Issuers' existing and future senior debt, including borrowings under the
Issuers' senior secured first lien term loan A facility (the "Term Loan A
Facility") and senior secured first lien term loan B facility (the "Term Loan B
Facility" and, together with the Term Loan A Facility, the "Term Loan
Facilities"), the revolving credit facility (the "Revolving Credit Facility"
and, together with the Term Loan Facilities, the "Senior Secured Credit
Facilities") and the obligation under the Issuers' remaining 2025 Second Lien
Notes, the Issuers' 4.375% Second Lien Senior Secured Notes due 2028 (the "2028
Second Lien Notes" and, together with the 2025 Second Lien Notes, the "Existing
Second Lien Notes"), the Issuers' 4.250% First Lien Senior Secured Notes due
2024 (the "2024 First Lien Notes"), the Issuers' 5.750% First Lien Senior
Secured Notes due 2025 (the "2025 First Lien Notes") and the Issuers' 3.875%
First Lien Senior Secured Notes due 2028 (the "2028 First Lien Notes" and,
together with the 2024 First Lien Notes and the 2025 First Lien Notes, the
"Existing First Lien Notes" and, together with the Existing Second Lien Notes,
the "Existing Notes"); (ii) effectively subordinated in right of payment to all
of the Issuers' existing and future indebtedness that is secured by a lien on
the collateral on a first-priority basis, including the Senior Secured Credit
Facilities and the Existing First Lien Notes, to the extent of the value of the
collateral securing such debt; (iii) equal in right of payment with all of the
Issuers' existing and future second-priority senior secured debt, including
obligations under the Existing Second Lien Notes, to the extent of the value of
the collateral securing such debt; (iv) effectively senior in the right of
payment to all of the Issuers' existing and future unsecured senior debt and
junior lien debt, to the extent of the value of the collateral securing the
Notes; (v) senior in right of payment to all of the Issuers' future subordinated
debt; and (vi) structurally subordinated to all existing and future liabilities
of the Issuers' non-guarantor subsidiaries.

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

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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 TDL Group Corp. (which are secured by a first-priority lien on the assets of
The TDL Group Corp.), to the extent of the value of the collateral securing such
first-priority debt; (iii) equal in right of payment with all of such
Guarantors' existing and future second-priority senior secured debt, including
the guarantees with respect of the Existing Second Lien Notes, to the extent of
the value of the collateral securing the Guarantees; (iv) effectively senior to
all of such Guarantors' existing and future unsecured senior debt and junior
lien debt to the extent of the value of the collateral securing the guarantees;
(v) senior in right of payment to all of such Guarantors' future subordinated
debt; and (vi) structurally subordinated to all existing and future liabilities
of all such Guarantors' non-guarantor subsidiaries.

Optional Redemption



The Issuers may redeem some or all of the Notes at any time prior to October 15,
2025 at a price equal to 100% of the principal amount of the Notes redeemed plus
a "make-whole" premium, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. The Issuers may redeem some or all of the Notes
at any time on or after October 15, 2025 at the redemption prices set forth in
the Indenture. In addition, at any time prior to October 15, 2023, up to 40% of
the original aggregate principal amount of the Notes may be redeemed with the
net proceeds of certain equity offerings, at the redemption price specified in
the Indenture. The Notes may also be redeemed upon certain changes in tax laws.

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,
. . .

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.

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.
                          Unlimited Liability Company, as issuer, New Red Finance, Inc., as
  4.16                    co-issuer, the guarantors from time to time party thereto and Wilmington
                          Trust, National Association, as trustee and

collateral agent (incorporated


                          by reference to Exhibit 4.16 of Restaurant Brands International Inc.'s
                          Current Report on Form 8-K, dated October 13, 2020).
                            Form of 4.000% Second Lien Senior Secured Notes

due 2030 (incorporated by


  4.16(a)                 reference to Exhibit 4.16(a) of Restaurant Brands

International Inc.'s


                          Current Report on Form 8-K, dated October 13,

2020).


                            First Supplemental Indenture, dated as of

November 2, 2020, by and among


  4.17                    1011778 B.C. Unlimited Liability Company, as

issuer, New Red Finance, Inc.,


                          as co-issuer, the guarantors party thereto and

Wilmington Trust, National


                          Association, as trustee and collateral agent.
104                       Cover Page Interactive Data File (the cover page tags are embedded within
                          the Inline XBRL document).





























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