Item 8.01 Other Events.

On June 15, 2021, 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 (the "Co-Issuer" and, together with the Issuer, the "Issuers"), have launched an offering of $800 million in aggregate principal amount of 3.875% First Lien Senior Secured Notes due 2028 (the "Notes"). The Notes are being offered as 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 Issuers expect to use the net proceeds from the offering of the Notes 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. The Issuers expect to redeem $775 million in aggregate principal amount of 2024 Notes. This Current Report does not constitute a notice of redemption with respect to the 2024 Notes.

The Notes will be first lien senior secured obligations of the Issuers guaranteed on a senior secured basis by each of the 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, 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 June 15, 2021.
104                       Cover Page Interactive Data File (the cover page tags are embedded within
                          the Inline XBRL document).

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