Item 2.02. Results of Operations and Financial Condition.
On October 14, 2020, Restaurant Brands International Inc., a corporation
organized under the laws of Canada (the "Company"), issued a press release in
which, among other things, it reported selected preliminary expected financial
results for the quarter ended September 30, 2020.
A copy of the press release is furnished as Exhibit 99.1 and is incorporated by
reference in this Item 2.02.
The information set forth under this Item 2.02 of this Current Report, including
Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing made by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
Proposed Offering
On October 14, 2020, the Company announced that its wholly owned subsidiaries,
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 (the "Co-Issuer" and, together with the
Issuer, the "Issuers"), have launched an offering of $1,000 million in aggregate
principal amount of 4.000% Second Lien Senior Secured Notes due 2030 (the
"Notes"). The Notes are being offered as additional notes under the Indenture,
dated as of October 5, 2020, pursuant to which the Issuers previously issued
$1,400 million in aggregate principal amount of 4.000% Second Lien Senior
Secured Notes due 2030. The Issuers expect to use the proceeds from the offering
of the Notes, together with cash on hand, to redeem a portion of the outstanding
aggregate principal amount of the Issuers' 5.00% Second Lien Secured Senior
Notes due 2025 (the "2025 Second Lien Notes"), plus any accrued and unpaid
interest thereon and pay related premium, fees and expenses. The Issuers expect
to redeem $1,000 million in aggregate principal amount of 2025 Second Lien
Notes. This Current Report does not constitute a notice of redemption.
The Notes will be second lien senior secured obligations of the Issuers
guaranteed on a senior secured basis by each of the subsidiaries that guarantee
the Issuers' obligations under the Issuers' existing senior secured credit
facilities.
The Notes will be marketed (i) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under 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
The press release relating to the offering of the Notes is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated October 1 4 , 2020 regarding preliminary
results for the quarter ended September 30, 2020
99.2 Press Release regarding launch of notes offering dated October
1 4 , 2020
104 Cover Page Interactive Data File (the cover page tags are embedded within
the Inline XBRL document).
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