TORONTO, June 15, 2021 /PRNewswire/ - Restaurant
Brands International Inc. ("RBI") (TSX: QSR) (NYSE: QSR) (TSX:
QSP), 1011778 B.C. Unlimited
Liability Company (the "Issuer") and New Red Finance, Inc. (the
"Co-Issuer" and, together with the Issuer, the "Issuers") announced
today that the Issuers priced an offering of $800 million in aggregate principal amount of
3.875% First Lien Senior Secured Notes due 2028 (the "Notes"). The
Notes will be issued 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 Notes will
have a maturity date of January 15,
2028. The closing of the offering of the Notes is expected
to occur on or about July 6, 2021,
subject to customary closing conditions.
The Notes were priced at 100.250% of their face value. RBI
expects 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 press release 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 RBI's
subsidiaries that guarantee the Issuers' obligations under the
Issuers' existing senior secured credit facilities.
The Notes were offered (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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Restaurant Brands International
Restaurant Brands International Inc. is one of the world's
largest quick service restaurant companies with approximately
$31 billion in annual system-wide
sales and over 27,000 restaurants in more than 100 countries. RBI
owns three of the world's most prominent and iconic quick service
restaurant brands – TIM HORTONS®, BURGER KING®, and POPEYES®. These
independently operated brands have been serving their respective
guests, franchisees and communities for over 45 years.
Forward-Looking Statements
This press release includes forward-looking statements, which
are often identified by the words "may," "might," "believes,"
"thinks," "anticipates," "plans," "expects," "intends," or similar
expressions and reflect management's expectations regarding future
events and operating performance and speak only as of the date
hereof. These forward-looking statements include statements about
RBI's expectations regarding the issuance of the Notes and the use
of proceeds therefrom. The factors that could cause actual results
to differ materially from RBI's expectations are detailed in
filings of RBI with the U.S. Securities and Exchange Commission and
on SEDAR in Canada, such as its
annual and quarterly reports and current reports on Form 8-K, and
include the following: risks related to RBI's substantial
indebtedness, risks related to adverse economic and industry
conditions and risks related to unforeseen events, such as adverse
weather conditions, natural disasters, terrorist attacks or
threats, pandemics, including coronavirus (COVID-19), or other
catastrophic events, all of which could adversely affect its
financial condition and prevent it from fulfilling its obligations.
RBI undertakes no obligation to update forward-looking statements
to reflect events or circumstances after the date hereof.
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SOURCE Restaurant Brands International Inc.