Obligation Burger King France 0% ( XS1600481821 ) en EUR

Société émettrice Burger King France
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS1600481821 ( en EUR )
Coupon 0%
Echéance 01/05/2023 - Obligation échue



Prospectus brochure de l'obligation Burger King France XS1600481821 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 310 000 000 EUR
Description détaillée Burger King France est une filiale de Restaurant Brands International, exploitant un réseau de restaurants de restauration rapide proposant des burgers, des frites, et d'autres produits dérivés, principalement en France.

L'Obligation émise par Burger King France ( France ) , en EUR, avec le code ISIN XS1600481821, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 01/05/2023








LISTING MEMORANDUM


BURGER KING FRANCE
60,000,000 Floating Rate Senior Secured Notes due 2023

Burger King France, a société par actions simplifiée organized under the laws of France (the "Issuer"), has offered (the "Offering") 60.0 million aggregate principal amount of
temporary floating rate senior secured notes due 2023 (the "Temporary Notes") for the purposes of (i) financing the acquisition by Burger King Restauration, a société par actions simplifiée
organized under the laws of France and a direct wholly-owned subsidiary of the Issuer ("BKRO"), of BDBK, a société par actions simplifiée organized under the laws of France (the "BDBK")
(the "BDBK Acquisition") and (ii) financing the acquisition by BKRO of interests in BK Croissance, BK Développement, BK Expansion, BK Exploitation and Flagship Restauration, each a
société par actions simplifiée organized under the laws of France (collectively, the "Investment Vehicles" and, together with BDBK, the "Targets") (the "Investment Vehicle Acquisitions"
and, together with the BDBK Acquisition, the "Acquisitions"). The Temporary Notes were issued by the Issuer under a temporary indenture (the "Temporary Indenture") dated as of December
19, 2017 (the "Temporary Notes Issue Date") among, inter alios, the Issuer and Citibank, N.A., London Branch, as trustee (the "Temporary Trustee"). On December 21, 2017, the date of the
completion of the BDBK Acquisition (the "BDBK Acquisition Completion Date"), the Temporary Notes were exchanged for an equal aggregate principal amount of additional floating rate
senior secured notes due 2023 (the "Additional Notes") issued by the Issuer under the indenture dated April 21, 2017 (the "Indenture"), among, inter alios, the Issuer, the Guarantors (as
defined below), Citibank, N.A., London Branch as trustee (the "Trustee") and BNP Paribas, as security agent (the "Security Agent"), governing the Issuer's existing 315.0 million 6.00% senior
secured notes due 2024 (the "Existing Fixed Rate Notes") and the Issuer's existing 250.0 million floating rate senior secured notes due 2023 (the "Existing Floating Rate Notes" and,
together with the Existing Fixed Rate Notes, the "Existing Notes"). The Additional Notes have the same terms as the Existing Floating Rate Notes and constitute a single class of debt securities
with the Existing Floating Rate Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Temporary Notes, the
Additional Notes and the Existing Floating Rate Notes are referred to collectively in this listing memorandum as the "Floating Rate Notes". The Temporary Notes, the Additional Notes and the
Existing Notes are referred to collectively in this listing memorandum as the "Notes".
The Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three month EURIBOR (subject to a 0% floor) plus 525 basis points, as determined by the
Calculation Agent and will mature on May 1, 2023. The Issuer will pay interest on the Floating Rate Notes quarterly in arrears on each February 1, May 1, August 1 and November 1.
At any time prior to May 1, 2018, the Issuer will be entitled, at its option, to redeem all or a portion of the Floating Rate Notes at a redemption price equal to 100% of the principal
amount of the Floating Rate Notes redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date plus a "make-whole" premium, as described in this listing
memorandum (the "Listing Memorandum"). At any time on or after May 1, 2018, the Issuer may redeem all or part of the Floating Rate Notes at the redemption prices set forth herein. The
Issuer may also redeem all of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100% of the outstanding amount of the Notes plus accrued
and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constituting a change of control, each holder of the Notes may require the Issuer to repurchase all or
a portion of its Notes at 101% of their principal amount plus accrued and unpaid interest and additional amounts, if any.
The Additional Notes are general senior obligations of the Issuer, are guaranteed on a senior basis by Burger King Restauration, BK N SAS, BK SE SAS, BK E SAS, BK OU SAS,
BK IDF SAS, Financière Quick SAS, France Quick SAS and Quick Restaurants SA, each a direct or indirect subsidiary of the Issuer (the "Guarantors") (each a "Guarantee" and collectively
the "Guarantees") and rank equally in right of payment to all other existing and future senior obligations of the Issuer and the Guarantors, respectively. The Guarantees are subject to certain
limitations as described under "Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability of the Guarantees and the Security Interests" and may be released in
certain circumstances. See "Description of the Notes--Brief Description of the Notes and the Note Guarantees--Release of the Note Guarantees".
The Additional Notes and the Guarantees thereof are secured on a first-priority basis by security interests over the shares of the Issuer and certain other assets of the Issuer and
the Guarantors, as described under "Description of the Notes--Security", which security interests also secure the Existing Notes on a pari passu basis and the Revolving Credit Facility (as
defined below) on a super senior basis pursuant to the Intercreditor Agreement (the "Collateral"). In the event of enforcement of the security interests over the Collateral or certain distressed
sales, lenders under the Revolving Credit Facility Agreement and counterparties to certain hedging obligations (if any) are entitled to be repaid with the proceeds from enforcement or such
distressed sale in priority to the Notes. The Guarantees and the security interests in the Collateral are subject to contractual and legal limitations that may materially limit their enforceability,
and the Guarantees may be released under certain circumstances. See "Risk Factors--Risks related to the Notes, the Guarantees and the Collateral" and "Certain Insolvency Law
Considerations and Limitations on the Validity and Enforceability of the Guarantees and the Security Interests".
The Notes are listed on the Official List of the Luxembourg Stock Exchange and have been admitted for trading on the Euro MTF Market thereof.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 29 for a discussion of certain risks that you should consider in connection with an
investment in the Notes.

Issue price for the Temporary Notes: 101.75% of principal plus accrued interest from, and including, November 2, 2017 to, but excluding, December 19, 2017.
Purchasers of the Temporary Notes were required to pay accrued interest totaling 6.85 per 1,000 principal amount of Temporary Notes, from, and including, November 2, 2017
to, but not including, December 19, 2017.

The Temporary Notes, the Additional Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the laws of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act. In the United States, the Offering was made only to "qualified institutional buyers" ("QIBs") in reliance on the exemption
provided by Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified that the initial purchasers of the Temporary Notes and the Additional Notes may be
relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, the Offering was made in reliance on
Regulation S under the U.S. Securities Act ("Regulation S"). See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer
restrictions.
The Temporary Notes and the Additional Notes were each issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Temporary Notes
and the Additional Notes were each represented upon issuance by one or more global notes in registered form, which were deposited and registered in the name of a nominee for a common
depositary for Euroclear SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on the Temporary Notes Issue Date (in the case of the Temporary Notes) and on the BDBK
Acquisition Completion Date (in the case of the Additional Notes). See "Book-Entry, Delivery and Form".
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs International
Credit Suisse
J.P. Morgan

The date of this Listing Memorandum is January 18, 2018.



IMPORTANT INFORMATION ABOUT THIS LISTING MEMORANDUM
Notice regarding the BURGER KING® brand and logo
BURGER KING® is a registered trademark and service mark and WHOPPER® is a registered
trademark of Burger King Corporation ("BKC"), which is an indirect subsidiary of Restaurant Brands
International Inc., the ultimate owner of the Burger King brand. Neither BKC nor any of its subsidiaries,
affiliates, officers, directors, agents, employees, accountants or attorneys are in any way participating
in, approving or endorsing this Listing, and representations made in connection with this Listing or any
of the underwriting (if any) or accounting procedures used in this Listing are solely the responsibility of
Burger King France. The grant by BKC or its affiliates of any franchise or other rights to us is not
intended as, and should not be interpreted as, an express or implied approval, endorsement or adoption
of any statement regarding financial or other performance which may be contained in this Listing
Memorandum. All financial information in this Listing Memorandum is our sole responsibility.
Any review by BKC of this Listing Memorandum has been conducted solely for the benefit of
BKC to determine conformity with BKC internal policies, and not to benefit or protect any other person.
No prospective investor should interpret such review by BKC as an internal approval, endorsement,
acceptance or adoption of any representation, warranty, covenant or projection contained in this Listing
Memorandum.
The enforcement or waiver of any obligation of ours under any agreement between us and BKC
or BKC affiliates is a matter of BKC or BKC affiliates' sole discretion. No prospective investor should
rely on any representation, assumption or belief that BKC or BKC affiliates will enforce or waive any
particular obligations of ours under those agreements.
Other notices
You are not to construe the contents of this Listing Memorandum as investment, legal or tax
advice. You should consult your own counsel, accountant and other advisors as to the legal, tax,
business, financial and related aspects of purchasing the Additional Notes. You are responsible for
making your own examination of the Issuer and your own assessment of the merits and risks of investing
in the Notes and the Guarantees. We are not, and none of the Trustee, the escrow agent, the Agents
(as defined herein) and Initial Purchasers are, making any representation to you regarding the legality
of an investment in the Additional Notes by you under applicable investment or similar laws. You may
contact us if you need any additional information. The information contained in this Listing Memorandum
is as of the date hereof and subject to change, completion or amendment without notice. The delivery
of this Listing Memorandum at any time after the date hereof shall not, under any circumstances, create
any implication that there has been no change in the information set forth in this Listing Memorandum
or in our affairs since the date of this Listing Memorandum. The information contained in this Listing
Memorandum has been furnished by us and other sources we believe to be reliable. No representation
or warranty, express or implied, is made by the Initial Purchasers, any of the Trustee, the escrow agent
or the Agents or their respective directors, affiliates, advisors and agents as to the accuracy or
completeness of any of the information set forth in this Listing Memorandum, and nothing contained in
this Listing Memorandum is, or shall be relied upon as, a promise or representation by the Initial
Purchasers or their respective directors, affiliates, advisors and agents, whether as to the past or the
future. Certain documents are summarized herein, and such summaries are qualified entirely by
reference to the actual documents, copies of which will be made available to you upon request. By
receiving this Listing Memorandum, you acknowledge that you have not relied on the Initial Purchasers,
any of the Trustee, the escrow agent or the Agents or their respective directors, affiliates, advisors and
agents in connection with your investigation of the accuracy of this information or your decision to invest
in Additional Notes. We undertake no obligation to update this Listing Memorandum or any information
contained in it, whether as a result of new information, future events or otherwise, save as required by
law.
This Listing Memorandum does not constitute an offer to sell or an invitation to subscribe for or
purchase any of the Additional Notes or the Guarantees in any jurisdiction in which such offer or
invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation.
You must comply with all laws that apply to you in any place in which you buy, offer or sell any of the
Additional Notes or the Guarantees or possess this Listing Memorandum. You must also obtain any
consents or approvals that you need in order to purchase any of the Additional Notes or the Guarantees.
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We, the Initial Purchasers, the Trustee, the escrow agent and the Agents are not responsible for your
compliance with these legal requirements.
The Additional Notes are listed on the Official List of the Luxembourg Stock Exchange and to
admit them for trading on the Euro MTF Market thereof. The Listing Memorandum is available at the
offices of the Listing Agent (as identified herein). Any investor or potential investor in the European
Economic Area should not base any investment decision relating to the Notes on the information
contained in this Listing Memorandum and should refer instead to the listing particulars.
The Issuer accepts responsibility for the information contained in this Listing Memorandum. To
the best of the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such
is the case, the information contained in this Listing Memorandum is in accordance with the facts and
does not omit anything material that is likely to affect the import of such information. However, the
content set forth under the headings "Exchange Rates", "Summary", "Industry" and "Business" include
extracts from information and data, including industry and market data, released by publicly available
sources or otherwise published by third parties. While the Issuer accepts responsibility for accurately
extracting and summarizing such information and data, none of the Issuer, the Initial Purchasers, the
Trustee, the escrow agent or the Agents have independently verified the accuracy of such information
and data, and none of the Issuer, the Initial Purchasers, the Trustee, the escrow agent or the Agents
accepts any further responsibility in respect thereof. Furthermore, the information set forth in relation to
sections of this Listing Memorandum describing clearing and settlement arrangements, including the
section entitled "Book-Entry, Delivery and Form", is subject to change in or reinterpretation of the rules,
regulations and procedures of Euroclear or Clearstream currently in effect. While the Issuer accepts
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, none
of the Issuer, the Initial Purchasers, the Trustee, the escrow agent or the Agents accepts further
responsibility in respect of such information.
ii


NOTICE TO INVESTORS
Notice to U.S. investors
The Offering is being made in the United States in reliance upon an exemption from registration
under the U.S. Securities Act for an offer and sale of the Additional Notes and the Guarantees which
does not involve a public offering. In making your purchase, you will be deemed to have made certain
acknowledgments, representations and agreements. See "Transfer Restrictions". This Listing
Memorandum is being provided (1) to a limited number of U.S. investors that the Issuer reasonably
believes to be QIBs under Rule 144A for informational use solely in connection with their consideration
of the purchase of the Additional Notes and (2) to investors outside the United States in connection with
offshore transactions complying with Rule 903 or Rule 904 of Regulation S. The Additional Notes and
the Guarantees described in this Listing Memorandum have not been registered with, recommended
by or approved by the U.S. Securities and Exchange Commission (the "SEC"), any state securities
commission in the United States or any other securities commission or regulatory authority, nor has the
SEC, any state securities commission in the United States, or any such securities commission or
authority passed upon the accuracy or adequacy of this Listing Memorandum. Any representation to
the contrary is a criminal offense.
Notice to investors in the European Economic Area
This Listing Memorandum has been prepared on the basis that all offers of the Additional Notes
will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus
Directive", as implemented in Member States of the European Economic Area (the "EEA") and any
amendments thereto, including Directive 2010/73/EU) from the requirement to produce and publish a
prospectus for offers of the Additional Notes. Accordingly, any person making or intending to make any
offer within the EEA of the Additional Notes should only do so in circumstances in which no obligations
arise for us or any of the Initial Purchasers to produce a prospectus for such offer. Neither we nor the
Initial Purchasers have authorized, nor do we or they authorize, the making of any offer of the Additional
Notes through any financial intermediary, other than offers made by the Initial Purchasers, which
constitute a final placement of the Additional Notes contemplated in this Listing Memorandum.
In relation to each Member State of the EEA (each, a "Relevant Member State"), with effect
from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State, an offer is not being made and will not be made to the public of any notes which are the subject
of the Offering contemplated by this Listing Memorandum in that Relevant Member State, other than:
(i)
to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(ii)
to fewer than 150 natural or legal persons (other than "qualified investors" as defined
in the Prospectus Directive) for each Member State concerned; or
(iii)
in any other circumstances falling within the scope of Article 3(2) of the Prospectus
Directive;
provided that no such offer of the Additional Notes shall require us or the Initial Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to the prospectus pursuant
to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression "offer of the Additional Notes to the public" in
relation to the Additional Notes in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and the Additional Notes to be
offered so as to enable an investor to decide to purchase or subscribe the Additional Notes, as the
same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State.
Notice to investors in France
This Listing Memorandum has not been prepared and is not being distributed in the context of
a public offering of financial securities in France (offre au public de titres financiers) within the meaning
of Article L.411-1 of the French Monetary and Financial Code and Title I of Book II of the Règlement
iii


Général of the Autorité des marchés financiers (the French Financial Markets Authority) (the "AMF").
Consequently, the Additional Notes may not be, directly or indirectly, offered or sold to the public in
France, and neither this Listing Memorandum nor any offering or marketing materials relating to the
Additional Notes must be made available or distributed in any way that would constitute, directly or
indirectly, an offer to the public in France.
The Additional Notes may only be offered or sold in France to qualified investors (investisseurs
qualifiés) acting for their own account and/or to providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuil e pour le compte de tiers), all as defined in and in accordance with Articles L.411-1,
L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and
applicable regulations thereunder.
Prospective investors are informed that:
(i)
this Listing Memorandum has not been and will not be submitted for clearance to the
AMF;
(ii)
in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the
French Monetary and Financial Code, any qualified investors subscribing for the
Additional Notes should be acting for their own account; and
(iii)
the direct and indirect distribution or sale to the public of the Additional Notes acquired
by them may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and
L.621-8 through L.621-8-3 of the French Monetary and Financial Code.
Notice to investors in the United Kingdom
This Listing Memorandum is for distribution only to, and is only directed at, persons who (i) are
outside the United Kingdom, (ii) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended, (the "Financial Promotion Order"), (iii) are persons falling within Article 49(2)(a) to
(d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with
the issue or sale of any Additional Notes may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This Listing Memorandum is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this Listing Memorandum relates is available only to relevant persons
and will be engaged in only with relevant persons. The Additional Notes are being offered solely to
"qualified investors" as defined in the Directive 2003/71/EC (the "Prospectus Directive") and
accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning
of the Prospectus Directive. Any person who is not a relevant person should not act or rely on this
Listing Memorandum or any of its contents.
Notice to investors in Canada
The Additional Notes may be sold only to purchasers purchasing, or deemed to be purchasing,
as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of Additional Notes must be made in accordance with an exemption from, or in
a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Listing Memorandum (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
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Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"),
the Initial Purchasers are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this Offering.
Notice to investors in Belgium
This Listing Memorandum relates to a private placement of the Additional Notes and does not
constitute an offer or solicitation to the public in Belgium to subscribe for or acquire the Additional Notes.
The Offering has not been and will not be notified to, and this Listing Memorandum has not been, and
will not be, approved by the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële
Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and
regulations applicable to the public offering of notes. Accordingly, the Offering, as well as any other
materials relating to the Offering may not be advertised, the Additional Notes may not be offered or
sold, and this Listing Memorandum or any other information circular, brochure or similar document may
not be distributed, directly or indirectly, (i) to any other person located and/or resident in Belgium other
than in circumstances which do not constitute an offer to the public in Belgium pursuant to the Belgian
Law of June 16, 2006 on the public offering of investment instruments and the admission of investment
instruments to trading on a regulated market (the "Belgian Prospectus Law") or pursuant to the
Belgian Law of August 3, 2012 on certain forms of collective management of investment portfolios or
(ii) to any person qualifying as a consumer within the meaning of the Belgian Code of Economic Law
(Wetboek van 28 februari 2013 van economisch recht/Code du 28 février 2013 de droit économique).
This Listing Memorandum has been issued to the intended recipient for personal use only and
exclusively for the purpose of the offer. Therefore it may not be used for any other purpose, nor passed
on to any other person in Belgium.
Each investor who in Belgium acquires Additional Notes shall be taken by so doing to have
represented and warranted to the Issuer and the Initial Purchasers that it is a qualified investor within
the meaning of the Belgian Prospectus Law and/or that it has complied with any other restrictions
applicable in Belgium.
For a further description of certain restrictions on offers and sales, see "Transfer Restrictions".
v


AVAILABLE INFORMATION
We agreed in the Indenture governing the Additional Notes that, if at any time we are not subject
to Section 13 or Section 15(d) of the U.S. Securities Exchange Act, or are exempt from reporting
pursuant to Rule 12g3-2(b) of the U.S. Securities Exchange Act, we will, upon the request of a holder
of the Additional Notes, furnish to such holder or beneficial owner or to the Trustee or the Paying Agent
for delivery to such holder or beneficial owner or prospective purchaser of the Additional Notes, as the
case may be, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S.
Securities Act, to permit compliance with Rule 144A thereunder in connection with resales of the
Additional Notes. Any such request should be directed to the Issuer at 50, avenue du Président Wilson,
Parc des Portes de Paris, Building 123, 93214 La Plaine Saint-Denis CEDEX, France. Attention:
Investor Relations.
The Issuer is not currently subject to the periodic reporting and other information requirements
of the U.S. Securities Exchange Act. However, pursuant to the Indenture that will govern the Additional
Notes, as applicable, the Issuer will agree to furnish periodic information to the holders of the Notes.
See "Description of the Notes--Certain Covenants--Provision of Information" and "Listing and General
Information".
Information contained on our website is not incorporated by reference into this Listing
Memorandum and is not part of this Listing Memorandum.
vi


FORWARD-LOOKING STATEMENTS
This Listing Memorandum contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995 and the securities laws of other jurisdictions. In some
cases, these forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes", "estimates", "aims", "targets", "anticipates", "expects", "intends", "plans",
"continues", "ongoing", "potential", "product", "projects", "guidance", "seeks", "may", "will", "could",
"would", "should" or, in each case, their negative, or other variations or comparable terminology or by
discussions of strategies, plans, objectives, targets, goals, future events or intentions. These
forward-looking statements include matters that are not historical facts. They appear in a number of
places throughout this Listing Memorandum and include statements regarding our intentions, beliefs or
current expectations concerning, among other things, our results of operations, financial condition,
liquidity, prospects, competition in areas of our business, outlook and growth prospects, strategies and
the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. We caution you that
forward-looking statements are not guarantees of future performance and that our actual results of
operations, financial condition and liquidity and the development of the industry in which we operate
may differ materially from those made in or suggested by the forward-looking statements contained in
this Listing Memorandum. In addition, even if our results of operations, financial condition and liquidity,
and the development of the industry in which we operate are consistent with the forward-looking
statements contained in this Listing Memorandum, those results or developments may not be indicative
of results or developments in subsequent periods. Important factors that could cause those material
differences include:
· the impact of competition on our business;
· the significantly greater financial resources of our main competitor;
· the success of converting our existing Quick restaurants to the Burger King brand;
· our dependence on the economic conditions in France;
· the impact of unforeseen events such as adverse weather conditions, natural disasters or
other catastrophic events;
· food safety, food traceability, food borne illness and hygiene-related concerns;
· the impact of unfavorable economic conditions and any global economic downturn;
· the impact of the global economy and the global financial markets;
· the effectiveness of our marketing and advertising programs and franchisee support of
these programs;
· our ability to control franchisees and to implement our strategic initiatives;
· our ability to retain franchisees;
· our ability to successfully implement our restaurant modernization and refurbishment
initiatives;
· the impact of changes in raw material costs, fuel, utilities, distribution and other operating
costs;
· the impact of shortages or interruptions on the availability and delivery of raw materials;
· the impact of higher employment costs;
vii


· the impact of changes in consumer preferences and perceptions;
· our ability to successfully implement our restaurant development and growth strategy;
· the lack of availability of suitable locations for new restaurants or decline in the quality of
the locations of our current restaurants;
· our ability to renew leases or control rent increases at our restaurant locations, or obtain
leases for new restaurants;
· our exposure to risks related to litigation and negative publicity, including litigation with
franchisees;
· our ability to adequately protect our intellectual property;
· the impact of IT system failures or interruptions or breaches of our network security;
· the risk of amplified negative publicity due to the increased use of social media;
· the impact of legislation and regulations requiring more transparency in our business;
· our ability to promote our products to our key target market through media advertising;
· the adoption of new governmental regulations;
· the adoption of new environmental regulations;
· the adequacy of our insurance coverage against claims;
· our reliance on key executives;
· tax risks;
· our ability to deduct all or a portion of the interest on our indebtedness incurred in France;
· the impact of a recently enacted French employment incentive tax credit;
· risks related to our presentation of financial and other information;
· risks related to our indebtedness;
· risks related to the Acquisitions; and
· risks related to the Temporary Notes, the Additional Notes, the Existing Notes, the
Guarantees and the Collateral.
The risks included here are not exhaustive. Moreover, we operate in a highly competitive and
rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to
predict all such risk factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
Elsewhere in this Listing Memorandum, we also present certain run-rate adjustments to
Adjusted EBITDA which model the additional EBITDA we would have generated for the twelve months
ended September 30, 2017 if all of the Burger King restaurants opened or converted from October 1,
2016 to September 30, 2017 had been operational as of October 1, 2016. Such Adjusted Run-rate
EBITDA is not intended to be a projection of future performance and investors should not place undue
reliance thereon. Such information is based on mathematical averages of ARS and certain other
estimates and assumptions which are further described under "Management's Discussion and Analysis
viii


of Financial Condition and Results of Operations--Key Performance Indicators--Adjusted Run-rate
EBITDA" and "Presentation of Financial and Other Information".
We urge you to read the sections of this Listing Memorandum entitled "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of Operations", "Industry"
and "Business" for a more complete discussion of the factors that could affect the our future
performance and the markets in which we operate. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this Listing Memorandum may
not occur. These forward-looking statements speak only as of the date on which the statements were
made. We assume no obligation to update the forward-looking statements contained in this Listing
Memorandum to reflect actual results, changes in assumptions or changes in factors affecting these
statements. All subsequent written and oral forward-looking statements attributable to us or to persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere in this Listing Memorandum, including those set forth under "Risk
Factors".
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Document Outline