01—Abstract
Summary
Summary of the 8-K filed September 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Restaurant Brands International Inc. (QSR) reported that on September 13, 2024, its subsidiaries 1011778 B.C.
Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, for the issuance of $500 milliona aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029. The Issuers sold the Notes to Morgan Stanley & Co. LLC and other initial purchasers. The Issuers expect to use the proceeds, together with cash on hand, to redeem in full their outstanding 5.750% First Lien Senior Secured Notes due 2025 and to pay related fees and expenses.
The Notes mature on September 15, 2029, pay interest semi-annually beginning March 15, 2025, and are guaranteed on a first lien senior secured basis by the Restaurant Brands International Limited Partnership (the Partnership) and certain of its wholly owned restricted subsidiaries. The Notes may be redeemed at any time before September 15, 2026 at a make-whole premium, with an option to redeem up to 40%b of the principal from certain equity offerings at 105.625%, and up to 10% in each twelve-month period at 103%. Holders may require repurchase at 101% of principal upon a change of control.
The indenture contains customary covenants limiting indebtedness, liens, dividends, investments, asset sales and affiliate transactions, along with customary events of default. Certain initial purchasers and their affiliates may hold portions of the 2025 First Lien Notes and may receive a share of the proceeds.
02—Key points
Key Highlights
- New $500 million aggregate principal amount of 5.625% First Lien Senior Secured Notes due September 15, 2029 issued by 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc.
- Proceeds, along with cash on hand, will be used to redeem in full the 5.750% First Lien Senior Secured Notes due 2025 and pay related fees and expenses.
- Notes are first lien senior secured obligations, structurally subordinated to liabilities of non-guarantor subsidiaries of the Partnership.
- Notes are fully and unconditionally guaranteed on a first lien senior secured basis by the Partnership and certain wholly owned restricted subsidiaries.
- Interest is payable semi-annually on March 15 and September 15, beginning March 15, 2025.
- Make-whole redemption before September 15, 2026; up to 40% redeemable at 105.625% with equity offering proceeds and up to 10% per year at 103%.
- Holders may require repurchase at 101% of principal plus accrued interest upon a change of control.
03—Questions
Frequently Asked Questions
How much debt did the issuers sell and what is its interest rate?
The issuers sold $500 million aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029 to Morgan Stanley & Co. LLC and other initial purchasers.
What is the use of proceeds from the Notes?
The issuers expect to use the proceeds, together with cash on hand, to redeem in full their outstanding 5.750% First Lien Senior Secured Notes due 2025 and pay related fees and expenses.
When do the Notes mature and when are interest payments made?
The Notes mature on September 15, 2029, with interest payable semi-annually in cash in arrears on March 15 and September 15 of each year, beginning March 15, 2025.
Can the issuers redeem the Notes early?
Yes. The issuers may redeem all or part of the Notes before September 15, 2026 at a make-whole premium price, and may redeem up to 40% of the principal at 105.625% with certain equity offering proceeds and up to 10% in each twelve-month period at 103%. Redemption on or after September 15, 2026 is at prices set forth in the Indenture.
What protection do noteholders have if there is a change of control?
If the issuers experience a change of control, holders may require the issuers to offer to repurchase the Notes at 101% of principal, plus accrued and unpaid interest.
04—Continue