OAKVILLE, ON, Sept. 18, 2017 /PRNewswire/ - Restaurant Brands
International Inc. ("RBI") (TSX/NYSE: QSR, TSX: QSP) and 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 their previously
announced offering of 5.0% Second Lien Senior Secured Notes due
2025 (the "September 2017 Senior
Notes") and upsized the offering of the September 2017 Senior Notes from an aggregate
principal amount of $1,300 million to $1,500
million. The September 2017
Senior Notes being offered will be issued as additional notes under
the Indenture dated August 28, 2017,
pursuant to which the Issuers previously issued $1,300 million in aggregate principal amount of
the existing 5.0% Second Lien Senior Secured Notes due 2025 (the
"August 2017 Senior Notes"). The
September 2017 Senior Notes will be
treated as a single series with the August
2017 Senior Notes and will have substantially the same terms
as those of the August 2017 Senior
Notes. The September 2017 Senior
Notes will have a maturity date of October
15, 2025. The close and funding of the September 2017 Senior Notes are expected to be
completed on or about October 4,
2017, subject to customary closing conditions.
The September 2017 Senior Notes
were priced at a price equal to 100.500% of their face value. The
September 2017 Senior Notes will be
second lien senior secured obligations and will rank pari passu in
right of payment with all of the Issuers' existing and future
senior indebtedness. The September
2017 Senior Notes will be guaranteed on a second priority
senior secured basis by certain of the Issuers' existing and future
direct and indirect wholly owned restricted subsidiaries organized
in the U.S. and Canada.
The proceeds from the offering of the September 2017 Senior Notes are expected to be
used to redeem all of the Issuers' outstanding 6.0% Second Lien
Senior Secured Notes due 2022 (the "6.0% Senior Notes"), to pay
related premiums, fees and expenses, and for general corporate
purposes. On September 18, 2017, the
Issuers sent a notice of redemption providing for the full
redemption, on October 18, 2017, of
an aggregate of $1,000 million
principal amount of 6.0% Senior Notes. The redemption price will be
equal to 103% of the principal amount of such notes, plus accrued
and unpaid interest.
The September 2017 Senior Notes
and the related guarantees have not been and will not be registered
under the Securities Act of 1933, as amended (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 more than
$28 billion in system-wide sales and
over 23,000 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 40 years. To learn more about RBI, please visit the company's
website at www.rbi.com.
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 their
ability to complete the proposed September
2017 Senior Notes offering and to redeem the outstanding
6.0% Senior Notes. 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, 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.
SOURCE Restaurant Brands International Inc.