Item 8.01 Other Events.
On October 20, 2020, Restaurant Brands International Inc., a corporation
organized under the laws of Canada (the "Company"), announced that its wholly
owned subsidiaries, 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"), have launched an offering of $500 million in aggregate principal
amount of First Lien Senior Secured Notes due 2029 (the "Notes"). The Issuers
expect to use the proceeds from the offering of the Notes, 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 First Lien
Notes"), plus any accrued and unpaid interest thereon and pay related premium,
fees and expenses. The Issuers expect to redeem $485 million in aggregate
principal amount of 2024 First Lien Notes. This Current Report does not
constitute a notice of redemption.
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 Notes will be marketed (i) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and (ii) outside the U.S. 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 the U.S. absent registration or an applicable exemption from the
registration requirements under the Securities Act and applicable state
securities laws.
The press release relating to the offering of the Notes is attached hereto as
Exhibit 99 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99 Press release issued by the Company on October 20, 2020.
104 Cover Page Interactive Data File (the cover page tags are embedded within
the Inline XBRL document).
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