Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2021, 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 J.P. Morgan Securities LLC ("J.P. Morgan"), as
representative of the several initial purchasers listed in Schedule 1 thereto
(the "Initial Purchasers"), relating to the sale by the Issuers of $800 million
in aggregate principal amount of their 3.875% First Lien Senior Secured Notes
due 2028 (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 will be additional
notes under the Indenture, dated as of September 24, 2019, pursuant to which the
Issuers previously issued $750 million in aggregate principal amount of 3.875%
First Lien Senior Secured Notes due 2028. 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 were priced at 100.250% of their face value.
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 July 6, 2021, in accordance with the terms of the Purchase
Agreement.
The Issuers expect to use the net proceeds from the Notes Offering to redeem all
of the Issuers' outstanding aggregate principal amount of 4.250% First Lien
Senior Secured Notes due 2024 (the "2024 Notes"), plus any accrued and unpaid
interest thereon, and pay related premium, fees and expenses.
Item 8.01 Other Events.
On June 15, 2021, the Company issued a press release to announce the pricing of
the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
Also on June 15, 2021, in connection with the Notes Offering, the Issuers called
for redemption $775 million of outstanding aggregate principal amount of their
2024 Notes at a redemption price equal to 101.063% of the principal amount
thereof plus accrued and unpaid interest, if any, to, but excluding, the
redemption date. This Current Report does not constitute a notice of redemption
with respect to the 2024 Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99 Press release issued by the Company on June 15, 2021.
104 Cover Page Interactive Data File (the cover page tags are embedded within
the Inline XBRL document).
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RESTAURANT BRANDS INTERNATIONAL INC. 
