Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On April 2, 2020, 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” or “RBI”), entered into a purchase agreement (the “Purchase Agreement”) with the guarantors named therein (the “Guarantors”) and J.P. Morgan Securities 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 aggregate principal amount of their 5.75% First Lien Senior Secured Notes due 2025 (the “Notes”), in a private placement to “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 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 offering of the Notes is expected to close on or about April 7, 2020, in accordance with the terms of the Purchase Agreement.
The Issuers expect to use the net proceeds from the offering of the Notes for general corporate purposes.
Amendment No. 5 to the Credit Agreement
On April 2, 2020, the Issuers entered into Amendment No. 5 (the “2020 Amendment”) to the Credit Agreement, dated as of October 27, 2014 (as amended, supplemented or otherwise modified, 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 and collateral agent. The 2020 Amendment provides the Issuers with the option to comply with a $1 billion minimum liquidity covenant in lieu of the 6.50:1.00 first lien senior secured leverage ratio financial maintenance covenant for the period after June 30, 2020 and prior to September 30, 2021. The offering of the Notes is not conditioned upon the closing of the 2020 Amendment.
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 21, 2020.
The foregoing summary of the 2020 Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the 2020 Amendment, filed as Exhibit 10.71 hereto, which is incorporated herein by reference.
The Initial Purchasers and the Lenders and their affiliates from time to time have provided in the past and may provide in the future various financial advisory, investment banking and other commercial lending services in the ordinary course of business to the Company and its affiliates. In addition, affiliates of certain of the Initial Purchasers are lenders and/or agents under the Senior Secured Credit Facilities and as such are entitled to certain fees and expenses in connection therewith.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report with respect to the 2020 Amendment is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On April 2, 2020, the Company issued a press release to announce the pricing of the Notes and the entry into the 2020 Amendment. A copy of the press release is attached hereto as Exhibit 99.