Business Context and Reporting Period
This Form 8-K was filed by Restaurant Brands International Inc. (RBI) and Restaurant Brands International Limited Partnership on December 8, 2015. The report discloses the filing of unaudited pro forma condensed consolidated financial information for the year ended December 31, 2014, and the nine months ended September 30, 2015.
Key Financial Metrics and Transactions
The filing details the "Transactions," comprising the "Combination" and a "Refinancing," as if they had occurred at the beginning of 2014:
- Combination: The series of transactions resulting in Burger King Worldwide, Inc. and Tim Hortons Inc. becoming indirect subsidiaries of RBI and the Partnership.
- Refinancing:
- Issuance of $1,250.0 million in first lien senior secured notes due January 15, 2022.
- Repayment of $1,550.0 million principal amount of secured term loans under the credit agreement dated October 27, 2014.
The filing text does not provide specific values for revenue, profit, cash flow, margins, or liquidity ratios; these are contained within the attached Exhibit 99.1.
Material Changes and Pro Forma Adjustments
The pro forma financials reflect the capital structure changes from the Refinancing and the organizational structure changes from the Combination. Because the Transactions were already reflected in RBI's balance sheet as of September 30, 2015, no pro forma balance sheet was required to be included in this report.
Guidance, Outlook, and Risks
This filing serves as a disclosure of the pro forma financial information and does not contain management commentary, forward-looking guidance, or specific risk factors beyond the description of the completed transactions.
Investor Verification Checklist
- Review Exhibit 99.1 for the detailed unaudited pro forma condensed consolidated financial information.
- Verify the impact of the $1,250.0 million note issuance and $1,550.0 million loan repayment on the company's leverage and interest expense.
- Confirm the consolidated financial performance of Burger King and Tim Hortons as indirect subsidiaries within the pro forma period.