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, collectively with the Issuer, the “Issuers”) announced today the pricing of a $1,200 million aggregate principal amount offering of 6.125% First Lien Senior Secured Notes due 2029 (the “Notes”), which reflects a $200 million increase over the previously announced offering size. The closing of the Notes offering is anticipated to occur on or about June 17, 2024, subject to customary closing conditions. RBI plans to use the net proceeds from the offering to refinance a portion of the Issuers’ existing term loan B facility maturing in September 2030 (the “Term Loan B Facility”), cover related fees and expenses, and for general corporate purposes.
The Notes will be first lien senior secured obligations of the Issuers, fully and unconditionally guaranteed on a senior secured basis by Restaurant Brands International Limited Partnership (“Holdings”) and each of Holdings’ wholly-owned subsidiaries that also guarantee the Issuers’ obligations under their 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 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. without registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
Additionally, RBI announced it will reprice and downsize its Term Loan B Facility from $5,912 million at an Adjusted Term SOFR Rate plus 2.25% to $4,750 million at an Adjusted Term SOFR Rate plus 1.75%, following the anticipated use of the net proceeds from the Notes offering. The maturity date of the Term Loan B Facility remains unchanged, and all other terms are substantially the same.
These transactions are expected to have a neutral effect on net leverage and to result in annualized net interest savings.
This press release does 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 where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
