UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________

FORM 8-K

__________________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2017

__________________________

  RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

__________________________
Canada
 
001-36786
 
98-1202754
Ontario
 
001-36787
 
98-1206431
(State or other jurisdiction of
 
(Commission
 
(I.R.S. Employer
incorporation)
 
File Number)
 
Identification No.)

Restaurant Brands International Inc.
Restaurant Brands International Limited Partnership
226 Wyecroft Road
Oakville, Ontario L6K 3X7
(Address of principal executive offices, including Zip Code)

(905) 845-6511
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

__________________________






Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 






Item 1.01. Entry into a Material Definitive Agreement.

First Supplemental Indenture
Overview
On October 4, 2017, 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 first supplemental indenture (the “First Supplemental Indenture”) to the indenture dated August 28, 2017 (together with the First Supplemental Indenture, the “Indenture”), each by and among the Issuers, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee and as collateral agent, under which the Issuers issued to J.P. Morgan Securities LLC and certain other initial purchasers of $1,500 million aggregate principal amount of 5.0% Second Lien Senior Secured Notes due 2025 (the “September 2017 Senior Notes”). The September 2017 Senior Notes are treated as a single series with the $1,300 million aggregate principal amount of 5.0% Second Lien Senior Notes due 2025 (the “August 2017 Senior Notes”) previously issued under the Indenture and have substantially the same terms as those of the August 2017 Senior Notes for all purposes under the Indenture, including, waivers, amendments, redemptions and offers to purchase. The Issuers expect to use the proceeds from the issuance of the September 2017 Senior Notes to redeem all of the $1,000 million aggregate principal amount of the Issuers’ outstanding 6.0% Second Lien Senior Secured Notes due 2022 (the “6.0% Senior Notes”), to pay related premiums, fees and expenses, and for general corporate purposes.
The September 2017 Senior Notes were initially issued bearing temporary CUSIP numbers that differ from the CUSIP numbers under which the August 2017 Senior Notes currently trade. As promptly as practicable following the 40th day after the issue date, the Issuers intend to cause the September 2017 Senior Notes to be consolidated with and share the same CUSIP number as the August 2017 Senior Notes. Following such consolidation, the Issuers expect the September 2017 Senior Notes to be fully fungible with the August 2017 Senior Notes for trading purposes.
Interest; Ranking; Guarantees; Security
The September 2017 Senior Notes will mature on October 15, 2025, and bear interest at a rate of 5.0% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on October 15, 2017. The September 2017 Senior Notes were issued at a price of 100.5% plus accrued and unpaid interest from August 28, 2017, to, but excluding, the settlement date. The September 2017 Senior Notes are second lien senior secured obligations and rank (i) equal in right of payment with all of the Issuers’ existing and future senior debt, including borrowings under their senior secured first lien term loan facility (the “Term Loan Facility”) and revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”), the August 2017 Senior Notes, the Issuers’ 4.625% First Lien Senior Secured Notes due 2022 (the “2022 First Lien Notes”) and the Issuers’ 4.250% First Lien Senior Secured Notes due 2024 (the “2024 First Lien Notes” and, together with the 2022 First Lien Notes, the “First Lien Notes”); (ii) effectively subordinated in right of payment to all of the Issuers’ existing and future indebtedness that is secured by a lien on the collateral on a first-priority basis, including the Senior Secured Credit Facilities and the First Lien Notes, to the extent of the value of the collateral securing such first-priority obligations; (iii) effectively senior in right of payment to all of the Issuers’ existing and future senior unsecured indebtedness and junior lien indebtedness, to the extent of the value of the collateral securing the August 2017 Senior Notes and the September 2017 Senior Notes; (iv) senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness; and (v) structurally subordinated to all existing and future liabilities of the Issuers’ non-guarantor subsidiaries.
The September 2017 Senior Notes are guaranteed fully and unconditionally on a second lien senior secured basis, jointly and severally, by each of the Issuers’ wholly owned restricted subsidiaries that guarantee the Issuers’ obligations under certain credit facilities (including the Senior Secured Credit Facilities) (the “Guarantees”).
The Guarantees are the Guarantors’ second-priority senior secured obligations and are (i) effectively subordinated in right of payment to all of such Guarantors’ existing and future first-priority senior secured indebtedness, including the First Lien Notes, the existing notes of the TDL Group Corp. (which are secured by a first-priority lien on the assets of The TDL Group Corp.) and borrowings under and guarantees of the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such first-priority debt; (ii) equal in right of payment with all of such Guarantors’ existing and future second-priority senior secured indebtedness, including the August 2017 Senior Notes; (iii) effectively senior in right of payment to all of such Guarantors’ existing and future unsecured senior debt and junior lien debt, to the extent of the value of the collateral securing the Guarantees; and (iv) senior in right of payment to all of such Guarantors’ existing and future subordinated debt.





Optional Redemption
The Issuers may redeem some or all of the September 2017 Senior Notes at any time prior to October 15, 2020 at a price equal to 100% of the principal amount of the September 2017 Senior Notes redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem some or all of the September 2017 Senior Notes at any time on or after October 15, 2020 at the redemption prices set forth in the Indenture. In addition, at any time prior to October 15, 2020, up to 40% of the original aggregate principal amount of the September 2017 Senior Notes may be redeemed with the net proceeds of certain equity offerings, at the redemption price specified in the Indenture.
In connection with any tender offer for the September 2017 Senior Notes, including a change of control offer or an asset sale offer, the Issuers will have the right to redeem the September 2017 Senior Notes at a redemption price equal to the amount offered in that tender offer if holders of not less than 90% in aggregate principal amount of the outstanding September 2017 Senior Notes validly tender and do not withdraw such September 2017 Senior Notes in such tender offer.
Change of Control
If a change of control of the Issuer occurs, the Issuers must offer to repurchase the September 2017 Senior Notes from the holders thereof at a purchase price equal to 101% of their aggregate principal amount plus accrued and unpaid interest (including additional amounts specified in the Indenture, if any), if any, to, but excluding, the date of such repurchase.
Covenants and Events of Default
The terms of the Indenture, among other things, limit the ability of the Issuers and their restricted subsidiaries to (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens or use assets as security in other transactions; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) merge, amalgamate or consolidate, or sell, transfer, lease or dispose of substantially all of the Issuers’ assets; (vi) enter into transactions with affiliates; (vii) sell or transfer certain assets; and (viii) agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Issuers and their restricted subsidiaries. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations that are described in the Indenture.
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment defaults, a failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.
The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, incorporated by reference as Exhibit 4.11 hereto, the First Supplemental Indenture filed as Exhibit 4.12 hereto, and the form of September 2017 Senior Notes, incorporated by reference as Exhibit 4.11(a) hereto, each of which is incorporated herein by reference.
Certain Relationships
The initial purchasers 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. The Issuers expect to use the offering proceeds of the September 2017 Senior Notes to redeem all $1,000 million aggregate principal amount of the outstanding 6.0% Senior Notes, to pay related premiums, fees and expenses, and for general corporate purposes. Certain of the initial purchasers or their affiliates hold positions in the 6.0% Senior Notes, and as a result, will receive a portion of the net proceeds of the September 2017 Senior Notes offering.
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 is incorporated by reference into this Item 2.03.
Item 8.01. Other Material Information.
On September 18, 2017, the Issuers sent a notice of redemption providing for the redemption, on October 18, 2017, of the remaining $1,000 million aggregate principal amount outstanding of the 6.0% Senior Notes. The redemption price will be equal




to 100% of the principal amount of such notes, plus Applicable Premium, accrued and unpaid interest and any Additional Amounts (in each case as defined and calculated in accordance with the 6.0% Senior Notes indenture).

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
4.11
 
 
4.11(a)
 
 
4.12






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.

By: /s/ Jill Granat     
Name: Jill Granat
Title: General Counsel and Corporate Secretary

Date: October 4, 2017






EXHIBIT 4.12

FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 4, 2017, by and among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “ Issuer ”), New Red Finance, Inc., a Delaware corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), the guarantors party hereto (the “ Guarantors ”) and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “ Trustee ”) and as collateral agent (in such capacity, the “ Collateral Agent ”).
W I T N E S S E T H
WHEREAS, each of the Issuers, the Guarantors, the Trustee and the Collateral Agent has heretofore executed and delivered an indenture, dated as of August 28, 2017 (the “ Indenture ”), pursuant to which the Issuers initially issued, on the date thereof, $1,300,000,000 aggregate principal amount of their 5.000% Second Lien Senior Secured Notes due 2025 (the “ Initial Notes ”);
WHEREAS, Section 2.1(a) of the Indenture provides that Additional Notes may be issued from time to time by the Issuers (subject to the Issuers’ compliance with Sections 3.2 and 3.6 of the Indenture) and shall be considered collectively as a single class with the Initial Notes;
WHEREAS, Section 9.1(7) of the Indenture provides that the Issuers, the Guarantors, the Trustee and the Collateral Agent may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; and
WHEREAS, the Issuers and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $1,500,000,000 aggregate principal amount of 5.000% Second Lien Senior Secured Notes due 2025, having terms substantially identical in all material respects to the Initial Notes (the “ Additional Notes ” and, together with the Initial Notes, the “ Notes ”).
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)      Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)      Additional Notes . As of the date hereof, the Issuers will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes in an aggregate principal amount of $1,500,000,000 under the Indenture, having terms substantially identical in all material respects to the Initial Notes at an issue price of 100.500% plus accrued and unpaid interest from August 28, 2017. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. The Additional Notes shall be Restricted Notes under the Indenture.
(3)      Special Record Date . Notwithstanding anything to the contrary in the Indenture, the record date for the payment of accrued and unpaid interest in respect of the Additional Notes on October 15, 2017 shall be deemed to be October 4, 2017.
(4)      Authorization for Collateral Documents . By its acceptance of the Additional Notes, each Holder shall be deemed to authorize the Trustee and Collateral Agent, as the case may be, to enter into (including by way of joinder or accession and by way of appointing the Existing Second Lien Notes Collateral Agent to serve as representative of the Collateral Agent) the Collateral Documents and the




Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith.
(5)      Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
(6)      Counterparts . The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.
(7)      Headings . The headings of the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
(8)      The Trustee . The Trustee and the Collateral Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.
(9)      Continued Effect . Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

[The remainder of this page is intentionally left blank]






IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

1011778 B.C. UNLIMITED LIABILITY COMPANY

By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President

NEW RED FINANCE, INC.

By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President



[RBI - First Supplemental Indenture Signature Page]


BLUE HOLDCO 1, LLC
BLUE HOLDCO 2, LLC
BLUE HOLDCO 3, LLC
BLUE HOLDCO 22, LLC
BLUE HOLDCO 44, LLC
BLUE HOLDCO 440, LLC
BLUE HOLDCO 99, LLC
LLCXOX, LLC
ORANGE INTERMEDIATE, LLC
RESTAURANT BRANDS INTERNATIONAL US SERVICES LLC
SKIPPER, LLC
ORANGE GROUP, INC.

By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President
 
SBFD HOLDING CO.
THD COFFEE CO.
TIM DONUT U.S. LIMITED, INC.
TIM HORTONS (NEW ENGLAND), INC.
TIM HORTONS USA INC.
BK ACQUISITION, INC.
BK WHOPPER BAR, LLC
BURGER KING CAPITAL FINANCE, INC.
BURGER KING CORPORATION
BURGER KING HOLDINGS, INC.
BURGER KING INTERAMERICA, LLC
BURGER KING WORLDWIDE, INC.
PLK ENTERPRISES OF CANADA, INC.
POPEYES LOUISIANA KITCHEN, INC.
POPEYES RESTAURANT SERVICES, LLC
1014364 B.C. UNLIMITED LIABILITY COMPANY
1014369 B.C. UNLIMITED LIABILITY COMPANY
1016864 B.C. UNLIMITED LIABILITY COMPANY
1016869 B.C. UNLIMITED LIABILITY COMPANY
1016872 B.C. UNLIMITED LIABILITY COMPANY
1016878 B.C. UNLIMITED LIABILITY COMPANY
1016883 B.C. UNLIMITED LIABILITY COMPANY
1016893 B.C. UNLIMITED LIABILITY COMPANY
1019334 B.C. UNLIMITED LIABILITY COMPANY
BURGER KING CANADA HOLDINGS
INC./PLACEMENTS BURGER KING CANADA INC.
GPAIR LIMITED
GRANGE CASTLE HOLDINGS LIMITED


By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President

[RBI - First Supplemental Indenture Signature Page]



1014364 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P11 LIMITED PARTNERSHIP
1014364 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P22 LIMITED PARTNERSHIP
1014364 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P33 LIMITED PARTNERSHIP
1014364 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P44 Limited Partnership
1024670 B.C. UNLIMITED LIABILITY COMPANY
1024678 B.C. UNLIMITED LIABILITY COMPANY
1026672 B.C. UNLIMITED LIABILITY COMPANY
1028539 B.C. UNLIMITED LIABILITY COMPANY
1029261 B.C. UNLIMITED LIABILITY COMPANY
1057490 B.C. UNLIMITED LIABILITY COMPANY
1057639 B.C. UNLIMITED LIABILITY COMPANY
1057772 B.C. UNLIMITED LIABILITY COMPANY
1057837 B.C. UNLIMITED LIABILITY COMPANY
1057490 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of SOCIETE EN COMMANDITE CLP-LAX /CLP-LAX LIMITED PARTNERSHIP
BK CANADA SERVICE ULC
TDLDD HOLDINGS ULC
TDLRR HOLDINGS ULC


By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President

AFC PROPERTIES, INC.


By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President

 


[RBI - First Supplemental Indenture Signature Page]




RESTAURANT BRANDS HOLDINGS CORPORATION
TIM HORTONS CANADIAN IP HOLDINGS CORPORATION
THE TDL GROUP CORP./GROUPE TDL CORPORATION

By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Finance Officer

1112068 B.C. UNLIMITED LIABILITY COMPANY
1112073 B.C. UNLIMITED LIABILITY COMPANY
1112078 B.C. UNLIMITED LIABILITY COMPANY
1112083 B.C. UNLIMITED LIABILITY COMPANY
1112090 B.C. UNLIMITED LIABILITY COMPANY
1112097 B.C. UNLIMITED LIABILITY COMPANY
1112100 B.C. UNLIMITED LIABILITY COMPANY
1112104 B.C. UNLIMITED LIABILITY COMPANY
1112106 B.C. UNLIMITED LIABILITY COMPANY
BC88 HOLDINGS ULC
BC99 HOLDINGS ULC
1112073 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P66 LIMITED PARTNERSHIP
1112068 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P77 LIMITED PARTNERSHIP
1112073 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P88 LIMITED PARTNERSHIP
1112073 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of
P99 LIMITED PARTNERSHIP


By: /s/ Joshua Kobza
Name: Joshua Kobza
Title: Vice President

 

[RBI - First Supplemental Indenture Signature Page]


WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
    
By: /s/ Joseph P. O'Donnell              
Name: Joseph P. O'Donnell
Title: Vice President



[RBI - First Supplemental Indenture Signature Page]