TORONTO, Sept. 3,
2024 /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
have launched an offering of $500
million in aggregate principal amount of First Lien Senior
Secured Notes due 2029 (the "Notes").
RBI expects to use the proceeds from the offering of the Notes,
together with cash on hand, to redeem in full the Issuers'
outstanding 5.750% First Lien Senior Secured Notes due 2025 (the
"2025 Notes") and pay related fees and expenses. The Issuers expect
to redeem $500 million in aggregate
principal amount of 2025 Notes. This press release does not
constitute a notice of redemption with respect to the 2025
Notes.
The Notes will be first lien senior secured obligations of the
Issuers, guaranteed fully and unconditionally, and jointly and
severally, on a first lien 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 will be 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 over $40 billion in annual system-wide sales and over
30,000 restaurants in more than 120 countries and territories. RBI
owns four of the world's most prominent and iconic quick service
restaurant brands - TIM HORTONS®, BURGER KING®, POPEYES®, and
FIREHOUSE SUBS®. These independently operated brands have been
serving their respective guests, franchisees and communities for
decades. Through its Restaurant Brands for Good framework,
RBI is improving sustainable outcomes related to its food, the
planet, and people and communities.
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 expectations 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: (1) RBI's substantial indebtedness,
which could adversely affect RBI's financial condition and prevent
it from fulfilling its obligations; (2) global economic or other
business conditions that may affect the desire or ability of RBI's
customers to purchase RBI's products, such as inflationary
pressures, high unemployment levels, declines in median income
growth, consumer confidence and consumer discretionary spending and
changes in consumer perceptions of dietary health and food safety;
(3) RBI's relationship with, and the success of, RBI's franchisees
and risks related to RBI's nearly fully franchised business model;
(4) RBI's franchisees' financial stability and their ability to
access and maintain the liquidity necessary to operate their
businesses; (5) RBI's supply chain operations; (6) RBI's ownership
and leasing of real estate; (7) the effectiveness of RBI's
marketing, advertising and digital programs and franchisee support
of these programs; (8) significant and rapid fluctuations in
interest rates and in the currency exchange markets and the
effectiveness of RBI's hedging activity; (9) RBI's ability to
successfully implement RBI's domestic and international growth
strategy for each of RBI's brands and risks related to RBI's
international operations; (10) RBI's reliance on franchisees,
including subfranchisees to accelerate restaurant growth; (11)
unforeseen events such as pandemics; (12) the ability of the
counterparties to RBI's credit facilities' and derivatives' to
fulfill their commitments and/or obligations; (13) changes in
applicable tax laws or interpretations thereof, and RBI's ability
to accurately interpret and predict the impact of such changes or
interpretations on RBI's financial condition and results; (14)
evolving legislation and regulations in the area of franchise and
labor and employment law; (15) RBI's ability to address
environmental and social sustainability issues; (16) risks related
to the conflict between Russia and
Ukraine, and the conflict in the
Middle East; and (17) softening in
the consumer environment. Other than as required under U.S.
federal securities laws or Canadian securities laws, RBI undertakes
no obligation to update forward-looking statements to reflect
events or circumstances after the date hereof.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/restaurant-brands-international-inc-announces-launch-of-first-lien-senior-secured-notes-oering-302236612.html
SOURCE Restaurant Brands International Inc.
