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Restaurant Brands International 8-K Report, Material Agreement (Jun 17, 2024)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed June 17, 2024
Period End
June 17, 2024
Security
QSR
In the record · 2016–202610-K1110-Q338-K143

QSR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 143 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Oct ’17Oct ’17
  2. Leadership change8-K · Dec ’19Dec ’19
  3. Leadership change8-K · Dec ’21Dec ’21
  4. Material agreement8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed June 17, 2024. Cited figures are marked; the original filing is the authoritative source.

On June 17, 2024, subsidiaries 1011778 B.C.

Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) of Restaurant Brands International Inc. issued $1,200 milliona aggregate principal amount of 6.125% First Lien Senior Secured Notes due June 15, 2029 to Morgan Stanley & Co. LLC and other initial purchasers under an indenture with Wilmington Trust, National Association, as trustee and collateral agent. The Issuers expect to use the net proceeds to refinance a portion of the Term Loan B Facility, pay related fees and expenses, and for general corporate purposes. The Notes are guaranteed on a first lien senior secured basis by Restaurant Brands International Limited Partnership and certain of its wholly owned restricted subsidiaries.

The same day, the Issuers, the Partnership and other guarantors entered into Amendment No. 10 to the Credit Agreement dated October 27, 2014. It reprices the Term Loan B Facility from Adjusted Term SOFR plus 2.25% to Adjusted Term SOFR plus 1.75% and reduces its outstanding principal from $5,912 million to $4,750 millionb, using a portion of the Notes proceeds. The Term Loan B maturity and other key terms are substantially unchanged, and the Notes are structurally subordinated to the non-guarantor subsidiaries of the Partnership.

The Notes carry customary covenants limiting additional debt, liens, dividends, investments, asset sales and affiliate transactions. They are redeemable at a make-whole premium before June 15, 2026, and holders have a change of control put at 101%c of principal. The filing also states that certain initial purchasers and their affiliates are lenders or agents under the Term Loan B Facility and will receive a portion of the Notes proceeds.

02—Key points

Key Highlights

  1. Issued $1,200 million of 6.125% First Lien Senior Secured Notes due June 15, 2029, with semi-annual interest payments beginning December 15, 2024.
  2. Net proceeds are expected to refinance a portion of the Term Loan B Facility, pay fees and expenses, and fund general corporate purposes.
  3. Amendment No. 10 reprices the Term Loan B Facility from Adjusted Term SOFR plus 2.25% to Adjusted Term SOFR plus 1.75%.
  4. Term Loan B principal is reduced from $5,912 million to $4,750 million, with no change to its maturity.
  5. The Notes rank first lien and are structurally subordinated to all liabilities of the Partnership's non-guarantor subsidiaries.
  6. Optional redemption is available at a make-whole premium before June 15, 2026, with a change of control repurchase right at 101% of principal.
  7. Customary covenants limit additional indebtedness, liens, dividends, investments, asset sales and affiliate transactions.

03—Questions

Frequently Asked Questions

  1. What debt did the company issue on June 17, 2024?

    The Issuers sold $1,200 million aggregate principal amount of 6.125% First Lien Senior Secured Notes due June 15, 2029 to Morgan Stanley & Co. LLC and other initial purchasers, under an indenture with Wilmington Trust, National Association, as trustee and collateral agent.

  2. How will the company use the proceeds from the Notes?

    The Issuers expect to use the net proceeds to refinance a portion of the Term Loan B Facility, pay related fees and expenses, and for general corporate purposes. A portion of the proceeds will also be used to reduce Term Loan B principal under Amendment No. 10.

  3. What changed in the Term Loan B Facility?

    Amendment No. 10 lowered the interest rate margin from Adjusted Term SOFR plus 2.25% to Adjusted Term SOFR plus 1.75% and reduced outstanding principal from $5,912 million to $4,750 million. The maturity and other key terms are substantially unchanged.

  4. Who guarantees the Notes and how do they rank?

    The Notes are guaranteed fully and unconditionally on a first lien senior secured basis by Restaurant Brands International Limited Partnership and its wholly owned restricted subsidiaries that guarantee the Issuers' credit facility obligations. They rank equal with the Senior Secured Credit Facilities and Existing First Lien Notes, senior to unsecured debt, and structurally subordinated to the Partnership's non-guarantor subsidiaries.

  5. What rights do noteholders have if there is a change of control?

    If the Issuers experience a change of control, holders can require the Issuers to repurchase the Notes at 101% of principal, plus accrued and unpaid interest.

04—Continue

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