Attached files
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EX-99.2 - EXHIBIT 99.2 - Restaurant Brands International Inc. | d295447dex992.htm |
EX-99.1 - EXHIBIT 99.1 - Restaurant Brands International Inc. | d295447dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 8, 2017
RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Canada Ontario |
001-36786 001-36787 |
98-1202754 98-1206431 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
Restaurant Brands International Inc.
Restaurant Brands International Limited Partnership
226 Wyecroft Road
Oakville, Ontario L6K 3X7
(Address of Principal Executive Offices)
(905) 845-6511
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On August 8, 2017, 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the Issuer), and New Red Finance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer (the Co-Issuer and, together with the Issuer, the Issuers), each a subsidiary of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the Company), entered into a purchase agreement (the Purchase Agreement) with the guarantors named therein (the Guarantors) and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 thereto (the Initial Purchasers), relating to the sale by the Issuers of $1,300 million aggregate principal amount of their 5.0% Second Lien Senior Secured Notes due 2025 (the Notes), in a private placement to qualified institutional buyers in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the United States pursuant to Regulation S under the Securities Act.
The Notes will be second lien senior secured obligations of the Issuers guaranteed on a senior secured basis by each of the Companys subsidiaries that guarantees the Issuers obligations under the Issuers existing senior secured credit facilities (the Senior Secured Credit Facilities).
The Purchase Agreement contains customary representations, warranties and covenants by the Issuers and the Guarantors together with customary closing conditions. Under the terms of the Purchase Agreement, the Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities. The offering of the Notes (the Notes Offering) is expected to close on or about August 28, 2017, in accordance with the terms of the Purchase Agreement.
The Issuers expect to use the proceeds from the Notes Offering to partially redeem the 6.0% Second Lien Senior Secured Notes due 2022 and to pay related premiums, fees and expenses. The partial redemption of the 6.0% Second Lien Senior Secured Notes due 2022 is conditioned on the closing of the Notes Offering.
The Initial Purchasers and their affiliates from time to time have provided in the past and may provide in the future various financial advisory, investment banking and other commercial lending services in the ordinary course of business to the Company and its affiliates. In addition, affiliates of certain of the Initial Purchasers are lenders and/or agents under the Senior Secured Credit Facilities and as such are entitled to certain fees and expenses in connection therewith.
Item 8.01 Other Events
On August 8, 2017, the Company issued a press release to announce the launch of the Notes Offering by the Issuers. A copy of the press release is attached hereto as Exhibit 99.1.
In addition, on August 8, 2017, the Company issued a press release to announce the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release dated August 8, 2017 | |
99.2 | Press Release dated August 8, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RESTAURANT BRANDS INTERNATIONAL INC. | ||
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC. | ||
By: | /s/ Jill Granat | |
Name: | Jill Granat | |
Title: | General Counsel and Corporate Secretary |
Date: August 8, 2017