RBI Raises $1.2B of 6.125% Senior Secured Notes due 2029 to
Refinance a Portion of its Existing Term Loan B
Facility
RBI to Reprice its Existing Term
Loan B Facility due September 2030
from SOFR plus 2.25% to SOFR plus
1.75%
Transactions are Expected to be Net
Leverage Neutral and Expected to Result in Annualized Net Interest
Savings
TORONTO, June 6, 2024
/CNW/ - 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 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.
About Restaurant Brands International
Inc.
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, as well as RBI's expectations regarding the
repricing and downsizing of its Term Loan B facility, which
repricing information is subject to final allocations to and
confirmations from the lenders under such facility. 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. 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.
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SOURCE Restaurant Brands International Inc.