TORONTO, Sept. 16, 2020 /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 $1,400
million in aggregate principal amount of 4.000% Second Lien
Senior Secured Notes due 2030 (the "Notes"), which represents a
$400 million increase in the
previously announced size of the offering. The Notes will have a
maturity date of October 15, 2030.
The closing of the offering of the Notes is expected to occur on or
about October 5, 2020, subject to
customary closing conditions.
The Notes were priced at 100% of their face value. RBI expects
to use the proceeds from the offering of the Notes to redeem a
portion of the outstanding aggregate principal amount of the
Issuers' 5.00% Second Lien Senior Secured Notes due 2025 (the "2025
Second Lien Notes"), plus any accrued and unpaid interest thereon,
and pay related premium, fees and expenses. The Issuers expect to
redeem $1.35 billion in aggregate
principal amount of 2025 Second Lien Notes. This press release does
not constitute a notice of redemption.
The Notes will be second 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
$32 billion in annual system-wide
sales and over 27,000 restaurants in more than 100 countries and
U.S. territories. 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 and the Issuers' expectations and beliefs 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.