Latham Advises on Restaurant Brands International Inc.’s Financing Transactions

Restaurant Brands International Inc. (RBI) (TSX: QSR) (NYSE: QSR) (TSX: QSP), 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc. have announced that they have priced an offering of US$1.2 billion in aggregate principal amount of 6.125% First Lien Senior Secured Notes due 2029, reflecting an upsize of US$200 million over the previously announced offering size. The closing of the offering of the Notes is expected to occur on or about June 17, 2024, subject to customary closing conditions. RBI expects to use the net proceeds from the offering of the Notes to refinance a portion of an existing Term Loan B facility due in September 2030, pay related fees and expenses, and for general corporate purposes. RBI also announced that it will be repricing and downsizing its Term Loan B Facility, from US$5,912 million at Adjusted Term SOFR Rate plus 2.25% to approximately US$4,912 million at Adjusted Term SOFR Rate plus 1.75%, after giving effect to the anticipated use of the net proceeds from the offering of the Notes.

Latham & Watkins LLP represents the initial purchasers in the senior secured notes offering with a team led by New York partners Corey Wright and Erika Weinberg, with associates Katie Mehary, Robyn Sablove, Amy Dau, Vanessa Hillabrand, and Megan Higgins. Latham also represents the arrangers in the credit agreement amendment with a banking team led by New York partners Corey Wright and Lisa Collier, with associates Julio Martinez Rivas and Jun Lei Lee. Advice was provided in both transactions on tax matters by New York partner Bora Bozkurt, with associate Katie Harrington; on intellectual property matters by New York partner Jeff Tochner, with associates Pelin Serpin and Ece Gonulal; and on benefits matters by New York partner Bradd Williamson, with associate Alisa Hand.