TORONTO, Canada – Restaurant Brands International Inc., 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 have priced an offering of $1,200 million in aggregate principal amount of 6.125% First Lien Senior Secured Notes due 2029 (the “Notes”), reflecting an upsize of $200 million over the previously announced offering size.
The closing of the offering of the Notes is expected to occur on or about June 17, 2024, subject to customary closing conditions.
RBI expects to use the net proceeds from the offering of the Notes to refinance a portion of the Issuers’ existing term loan B facility due in September 2030 (the “Term Loan B Facility”), pay related fees and expenses and for general corporate purposes.
The Notes will be first lien senior secured obligations of the Issuers, guaranteed fully and unconditionally, and jointly and severally, 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 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.
RBI also announced today that it will be repricing and downsizing its Term Loan B Facility, from $5,912 million at Adjusted Term SOFR Rate plus 2.25% to $4,750 million at Adjusted Term SOFR Rate plus 1.75%, after giving effect to the anticipated use of the net proceeds from the offering of the Notes. There are no changes to the maturity of the Term Loan B Facility following this repricing and all other terms are substantially unchanged.
These transactions are expected to be approximately neutral to net leverage and to result in annualized net interest savings.
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.
