Entry into a Material Definitive

Indenture

Overview

On September24, 2019, 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 (theCo-Issuerand, 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 an indenture (the Indenture), by and among the Issuers, the guarantors party thereto (the Guarantors) and Wilmington Trust, National Association, as trustee and as collateral agent, in connection with the issuance and sale by the Issuers to Morgan Stanley& Co. LLC an d certain other initial purchasers of $750million aggregate principal amount of 3.875% First Lien Senior Secured Notes due 2028 (the Notes). The Issuers expect to use the proceeds from the issuance of the Notes, together with borrowings under the New Term Loan (as defined below) and cash on hand to redeem the Issuers outstanding 4.625% First Lien Senior Secured Notes due 2022 (the 2022 First Lien Notes), which the Issuers expect to redeem on or around October6, 2019, to prepay a portion of outstanding loans under the Senior Secured Credit Facilities (as defined below) and to pay related fees and expenses. On or about the redemption date of the 2022 First Lien Notes, a new term loan facility in an aggregate principal amount of $750million (the New Term Loan) pursuant to the Incremental Facility Amendment No.4, dated September6, 2019, to the Credit Agreement, dated as of October27, 2014 (as amended, restated, modified and supplemented from time to time, the Credit Agreement), by and among the Issuer, as parent borrower, theCo-Issuer,as borrower, 1013421 B.C. Unlimited Liability Company, as holdings, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, is expected to close.

Interest; Ranking; Guarantees; Security

The Notes will mature on January15, 2028, and bear interest at a rate of 3.875% per annum, payable semi-annually in cash in arrears on March15 and September15 of each year, beginning on March15, 2020. The Notes are first 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 the Issuers existing term loan facility, the New Term Loan Facility and the revolving credit facility under the Credit Agreement (collectively, the Senior Secured Credit Facilities), the Issuers 5.00% Second Lien Senior Secured Notes due 2025 (the Existing Second 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 and the Existing Second Lien Notes, the Existing Secured Notes); (ii) equal in right of payment with all of the Issuers existing and future first-priority senior secured debt, including the 2022 First Lien Notes, the 2024 First Lien Notes and borrowings under the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such debt; (iii)effectively senior in the right of payment to all of the Issuers existing and future unsecured senior debt and junior lien debt, including the Existing Second Lien Notes, to the extent of the value of collateral securing the Notes; (iv)senior in right of payment to all of the Issuers future subordinated debt; and (v)structurally subordinated to all existing and future liabilities of the Issuers

non-guarantor

subsidiaries.

The Notes are guaranteed (the Guarantees) fully and unconditionally, and jointly and severally, on a senior secured basis 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 will be the Guarantors first-priority senior secured obligations and will be (i)equal in right of payment with all of such Guarantors existing and future senior debt, including borrowings under and guarantees of the Issuers Senior Secured Credit Facilities and guarantees in respect of the Existing Secured Notes and the existing notes of The TDL Group Corp. (the Existing THI Notes); (ii) equal in right of payment with all of such Guarantors existing and future first-priority senior secured debt, including the 2022 First Lien Notes, the 2024 First Lien Notes and the Existing THI Notes (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 debt; (iii)effectively senior to all of such Guarantors existing and future unsecured senior debt and junior lien debt, including guarantees in respect of the Existing Second Lien Notes, to the extent of the value of the collateral securing the guarantees; and (iv)senior in right of payment to all of such Guarantors future subordinated debt.

Optional Redemption

The Issuers may redeem some or all of the Notes at any time prior to September15, 2022 at a price equal to 100% of the principal amount of the 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 Notes at any time on or after September15, 2022 at the redemption prices set forth in the Indenture. In addition, at any time prior to September15, 2022, up to 40% of the original aggregate principal amount of the 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 Notes, including a change of control offer or an asset sale offer, the Issuers will have the right to redeem the 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 Notes validly tender and do not withdraw such Notes in such tender offer.

Change of Control

If the Issuers experience a change of control, the Issuers must offer to repurchase the 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 Issuer and its 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.

3

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, filed as Exhibit 4.13 hereto, and the form of Notes, filed as Exhibit 4.13(a) hereto, each of which is incorporated herein by reference.

Certain Relationships

The initial purchasers and their affiliates 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. The Issuers expect to use the proceeds from the issuance of the Notes, together with borrowings under the New Term Loan Facility and cash on hand to redeem the 2022 First Lien Notes, to prepay a portion of outstanding loans under the Senior Secured Credit Facilities and to pay related fees and expenses. To the extent the Initial Purchasers or their affiliates own any of the 2022 First Lien Notes, or are lenders under, or holders of, any other indebtedness being repaid, they will receive a portion of the net proceeds of the issuance of the Notes.

Item2.03.

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.

Item9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

4.13

Indenture, dated as of September24, 2019, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent.

4.13(a)

Form of 3.875% First Lien Senior Secured Note due 2028 (included as Exhibit A to Exhibit 4.13).

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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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/ Matthew Dunnigan

Name:

Matthew Dunnigan

Title:

Chief Financial Officer

Date: September24, 2019

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Other recent filings from the company include the following:

Restaurant Brands International Limited: Restaurant Brands International Inc. Announces Launch Of Second Lien Senior Secured Notes Offering And Intention To Amend Term Loan Facility - Nov. 15, 2019

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