RBI Files 8-K: Material Agreement, Other Events

TL;DR

RBI signed a material agreement, filed an 8-K on Sept 3rd.

AI Summary

On September 3, 2024, Restaurant Brands International Inc. (RBI) and Restaurant Brands International Limited Partnership entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company's principal executive offices are located at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1.

Why It Matters

This 8-K filing indicates a significant contractual event for Restaurant Brands International, which could impact its operational or financial structure.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or obligations for a company.

Key Players & Entities

• Restaurant Brands International Inc. (company) — Registrant
• Restaurant Brands International Limited Partnership (company) — Registrant
• September 3, 2024 (date) — Date of earliest event reported
• 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 (address) — Principal executive offices

FAQ

Key Financial Figures

• $500 million — relating to the sale by the Issuers of $500 million in aggregate principal amount of their

Filing Documents

• qsr-20240903.htm (8-K) — 40KB
• rbi-pressreleaselaunchxbon.htm (EX-99.1) — 10KB
• rbi-pressreleasepricingxbo.htm (EX-99.2) — 11KB
• image_0.jpg (GRAPHIC) — 231KB
• 0001618755-24-000062.txt ( ) — 543KB
• qsr-20240903.xsd (EX-101.SCH) — 3KB
• qsr-20240903_def.xml (EX-101.DEF) — 14KB
• qsr-20240903_lab.xml (EX-101.LAB) — 26KB
• qsr-20240903_pre.xml (EX-101.PRE) — 15KB
• qsr-20240903_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 3, 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 $500 million in aggregate principal amount of their 5.625% 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 cus

01 Other Events

Item 8.01 Other Events On September 3, 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. A copy of each of the press releases is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. Also, on September 3, 2024, in connection with the Notes Offering, the Issuers called for the redemption in full of the 2025 Notes at a redemption price equal to 100.000% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date. This Current Report does not constitute a notice of redemption with respect to the 2025 Notes.

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 September 3, 2024. 99.2 Pricing press release issued by the Company on September 3, 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: September 3, 2024 /s/ Jill Granat Name: Jill Granat Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR