Item 1.01. Entry into a Material Definitive Agreement.
On September 6, 2019, 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 Morgan Stanley & Co, LLC, as representative of the several initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), relating to the sale by the Issuers of $750 million aggregate principal amount of their 3.875% First Lien Senior Secured Notes due 2028 (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 first lien senior secured obligations of the Issuers guaranteed on a senior secured basis by each of the Company’s 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 Notes Offering is expected to close on or about September 24, 2019, in accordance with the terms of the Purchase Agreement.
The Issuers expect to use the proceeds from the offering of the Notes (the “Notes Offering”), together with borrowings under the New Term Loan Facility (defined below) and cash on hand, to redeem the Issuers’ outstanding 4.625% First Lien Senior Secured Notes due 2022 (the “2022 First Lien Notes”), to repay certain other outstanding indebtedness, and to pay related fees and expenses.
Incremental Facility Amendment No. 4 to the Credit Agreement
On September 6, 2019, the Issuers entered into Incremental Facility Amendment No. 4 (the “2019 Incremental Amendment”) to the Credit Agreement, dated as of October 27, 2014, as amended by Amendment No. 1 dated as of May 22, 2015, Amendment No. 2 dated as of February 17, 2017, Incremental Facility Amendment dated as of March 27, 2017, Incremental Facility Amendment No. 2 dated as of May 17, 2017, Incremental Facility Amendment No. 3 dated as of October 13, 2017 and Amendment No. 3 dated as of October 2, 2018 (as amended, the “Credit Agreement”), by and among the Issuer, the
Co-Issuer,
1013421 B.C. Unlimited Liability Company, as holdings, the guarantors party thereto, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent. The 2019 Incremental Amendment is expected to close on or about the date the 2022 First Lien Notes will be redeemed. The 2019 Incremental Amendment will extend the maturity date of the Company’s senior secured revolving credit facility (the “Revolving Credit Facility”) from October 13, 2022 to September 6, 2024, and will increase the amount of commitments under the Revolving Credit Facility to $1,000.0 million in aggregate principal amount, including a $125.0 million letter of credit sublimit. The security and guarantees under the amended Revolving Credit Facility and the New Term Loan Facility (as defined below) will be the same as those under the existing Revolving Credit Facility and Term Loan Facility.
The 2019 Incremental Amendment will also provide for a new term loan facility in the aggregate principal amount of $750 million (the “New Term Loan Facility”). The New Term Loan Facility will mature on September 6, 2024 and will bear interest at the Borrowers’ option, either at (a) a base rate plus an applicable margin varying from 0.00% and 0.50%, or (b) a Eurocurrency rate plus an applicable margin varying between 0.75% and 1.50%, in each case, determined by reference to a first lien leverage based pricing grid. The New Term Loan Facility will require compliance with a specified first lien leverage ratio. There will be no other material changes to the terms of the Credit Agreement. For a description of the Credit Agreement, see the Company’s Annual Report on Form
10-K
filed with the Securities and Exchange Commission on February 22, 2019.
