01—Abstract
Summary
Summary of the 8-K filed January 4, 2024. Cited figures are marked; the original filing is the authoritative source.
On December 28, 2023, Restaurant Brands International Inc. disclosed that its subsidiaries 1011778 B.C.
Unlimited Liability Company (Parent Borrower), 1013421 B.C. Unlimited Liability Company (Existing Holdings), Restaurant Brands International Limited Partnership (New Holdings), and 1013414 B.C. Unlimited Liability Company (Intermediate Holdings) entered into Amendment No. 8 to the Credit Agreement dated October 27, 2014.
The amendment, with New Red Finance, Inc. as an additional Borrower and JPMorgan Chase Bank, N.A. as administrative agent, joins New Holdings and Intermediate Holdings as Parent Guarantors, applies the negative covenants under Article VII of the Credit Agreement to New Holdings and its Restricted Subsidiaries, and makes other changes set forth in the amendment. The filing reports this under Item 1.01 and Item 2.03 (Creation of a Direct Financial Obligation). On the same date, the Parent Borrower, New Red, New Holdings, Intermediate Holdings, and Existing Holdings entered into supplemental indentures with Wilmington Trust, National Association, as trustee and collateral agent.
These join New Holdings, Intermediate Holdings, and Existing Holdings as guarantors under five series of senior secured notes and designate New Holdings as the "issuer" solely for purposes of specified covenants (Sections 3.2 through 3.8, 3.19 and 3.20) under each indenture. The notes covered are the 3.875%a First Lien Senior Secured Notes due 2028, 5.75% First Lien Senior Secured Notes due 2025, 3.5% First Lien Senior Secured Notes due 2029, 4.375% Second Lien Senior Secured Notes due 2028, and 4.0% Second Lien Senior Secured Notes due 2030.
The changes primarily affect the corporate structure of the borrowing and guarantor group rather than the company's operations. The filing states the amendments are summarized and qualified by the complete agreements, which are filed as Exhibits 10.10(n) and 4.19.
02—Key points
Key Highlights
- Amendment No. 8 to the October 27, 2014 Credit Agreement was entered into on December 28, 2023, with JPMorgan Chase Bank, N.A. as administrative agent.
- New Holdings and Intermediate Holdings were added as Parent Guarantors under the Credit Agreement.
- Negative covenants under Article VII of the Credit Agreement now apply to New Holdings and its Restricted Subsidiaries.
- Supplemental indentures joined New Holdings, Intermediate Holdings, and Existing Holdings as guarantors under five series of First and Second Lien Senior Secured Notes.
- New Holdings was designated the "issuer" solely for purposes of covenants in Sections 3.2 through 3.8, 3.19 and 3.20 of each applicable indenture.
- Wilmington Trust, National Association serves as trustee and collateral agent under the supplemental indentures.
- The filing reports the transactions under Item 1.01 (Material Definitive Agreement) and Item 2.03 (Direct Financial Obligation), and no dollar amounts are stated in the filing.
03—Questions
Frequently Asked Questions
What did the Eighth Amendment change in the Credit Agreement?
According to the filing, the Eighth Amendment joins New Holdings and Intermediate Holdings as Parent Guarantors, applies the Article VII negative covenants to New Holdings and its Restricted Subsidiaries, and makes certain other changes set forth in the amendment.
Which companies are now guarantors under the notes indentures?
The supplemental indentures join New Holdings (Restaurant Brands International Limited Partnership), Intermediate Holdings (1013414 B.C. Unlimited Liability Company), and Existing Holdings (1013421 B.C. Unlimited Liability Company) as guarantors under each Applicable Indenture.
Which notes are affected by the supplemental indentures?
The filing lists five series: 3.875% First Lien Senior Secured Notes due 2028, 5.75% First Lien Senior Secured Notes due 2025, 3.5% First Lien Senior Secured Notes due 2029, 4.375% Second Lien Senior Secured Notes due 2028, and 4.0% Second Lien Senior Secured Notes due 2030.
What does designating New Holdings as the 'issuer' mean?
The filing states that New Holdings is designated as the "issuer" solely for all purposes of the covenants under Sections 3.2 through 3.8, 3.19 and 3.20 of each Applicable Indenture. The filing does not describe further implications of this designation.
Where can investors find the full terms of these agreements?
The filing states that the summaries are qualified in their entirety by the complete terms of the Eighth Amendment, filed as Exhibit 10.10(n), and the Form of Supplemental Indenture, filed as Exhibit 4.19, both incorporated by reference.
04—Continue