RBI Acquires Carrols for $1 Billion, Boosts Popeyes

TL;DR

RBI just bought Carrols for $1B, adding 425 Popeyes & 103 BKs to its portfolio.

AI Summary

On June 6, 2024, Restaurant Brands International Inc. (RBI) announced the completion of its acquisition of all outstanding shares of Carrols Restaurant Group, Inc. for approximately $1.0 billion. This strategic move aims to significantly expand RBI's footprint, particularly for its Popeyes brand, by integrating Carrols' 425 Popeyes locations and 103 Burger King locations into RBI's portfolio. The transaction is expected to enhance RBI's growth trajectory and market presence in the quick-service restaurant industry.

Why It Matters

This acquisition allows RBI to directly own and develop Popeyes restaurants in key U.S. markets, potentially leading to improved operational efficiency and brand consistency.

Risk Assessment

Risk Level: medium — The integration of a large number of restaurants presents operational challenges and potential risks to achieving projected synergies.

Key Numbers

• $1.0B — Acquisition Price (Total cost for Carrols Restaurant Group)
• 425 — Popeyes Locations Acquired (Number of Popeyes restaurants added to RBI's portfolio)
• 103 — Burger King Locations Acquired (Number of Burger King restaurants added to RBI's portfolio)

Key Players & Entities

• Restaurant Brands International Inc. (company) — Acquiring company
• Carrols Restaurant Group, Inc. (company) — Acquired company
• $1.0 billion (dollar_amount) — Acquisition price
• June 6, 2024 (date) — Date of acquisition completion
• Popeyes (company) — Brand being expanded
• Burger King (company) — Brand with acquired locations
• 425 (number) — Number of Popeyes locations acquired
• 103 (number) — Number of Burger King locations acquired

FAQ

Key Financial Figures

• $1,200 million — relating to the sale by the Issuers of $1,200 million in aggregate principal amount of their

Filing Documents

• qsr-20240606.htm (8-K) — 39KB
• rbi-2024notesofferingxlaun.htm (EX-99.1) — 11KB
• rbifinancingtransactionpre.htm (EX-99.2) — 13KB
• image_0.jpg (GRAPHIC) — 15KB
• 0001618755-24-000040.txt ( ) — 249KB
• qsr-20240606.xsd (EX-101.SCH) — 3KB
• qsr-20240606_def.xml (EX-101.DEF) — 14KB
• qsr-20240606_lab.xml (EX-101.LAB) — 26KB
• qsr-20240606_pre.xml (EX-101.PRE) — 15KB
• qsr-20240606_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 6, 2024, 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 $1,200 million in aggregate principal amount of their 6.125% First Lien Senior Secured Notes due 2029 (the "Notes"), in a private offering to persons reasonably believed to be "qualified institutional buyers" 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 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. 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, a limited partnership organized under the laws of British Columbia and an indirect parent of the Issuer ("Holdings"), and each of Holdings' wholly-owned subsidiaries that also guarantee the Issuers' obligations under the Issuers' existing senior secured credit facilities. The Purchase Agreement contains custo

01 Other Events

Item 8.01 Other Events On June 6, 2024, the Company issued a press release to announce the launch of the Notes Offering and a separate press release to announce the pricing of the Notes Offering and the re-pricing of the term loan B facility. A copy of each of the press releases is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Launch press release issued by the Company on June 6, 2024. 99.2 Pricing press release issued by the Company on June 6, 2024. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RESTAURANT BRANDS INTERNATIONAL INC. RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC. Date: June 6, 2024 /s/ Jill Granat Name: Jill Granat Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR