TORONTO, 12 August 2024 /PRNewswire/ – Restaurant Brands International Inc. (“RBI” or the “Company”) (TSX:QSR) (NYSE:QSR) announced today that Restaurant Brands International Limited Partnership (“RBI LP”) has received an exchange notice from HL1 17 LP (the “Selling Shareholder”), an affiliate of 3G Capital Partners Ltd. (“3G Capital”), to exchange 6,528,013 exchangeable Class B limited partnership units of RBI LP (the “Exchangeable Units”). RBI LP intends to satisfy this notice by delivering an equal number of shares of RBI common stock (the “Exchange”). Accordingly, the total number of Exchangeable Units and RBI common stock will not change as a result of the Transactions.
As previously announced, in connection with the merger of Burger King and Tim Hortons To create RBI, all Burger King shareholders had the opportunity to convert their shares into common stock or exchangeable units of RBI, which would receive the same dividends and voting rights as RBI common stock. December 2015Holders of Exchangeable Units had the right to exchange their Units on a one-for-one basis for an equal number of RBI common shares or cash (at RBI LP’s option). If RBI LP elects to settle the Exchangeable Units by delivering RBI common shares, the Exchangeable Units will be deemed to have been repurchased by RBI LP for cancellation and an equal number of RBI common shares will be delivered on behalf of RBI LP in consideration for such cancellation.
RBI also announced that the Selling Shareholder has commenced an underwritten public offering of up to 6,528,013 shares of its common stock. The Selling Shareholder expects to enter into a forward sale agreement with BofA Securities (the “Forward Counterparty”) for up to 6,528,013 shares of its common stock. In connection with the Forward Sale Agreement, the Forward Counterparty or its affiliates are expected to borrow and sell 3,528,013 shares of its common stock in the offering through the lead manager and to sell an additional 3,000,000 shares of its common stock in the offering through the lead manager, provided that a current investor who has expressed an interest in purchasing such shares completes such purchase. The Selling Shareholder is expected to physically settle the Forward Sale Agreement by delivering to the Forward Counterparty the number of shares of its common stock sold in the registered public offering. Upon completion of the forward sale agreement, the selling shareholder will receive the public offering price of the total number of shares of RBI common stock sold in the offering, less underwriting discounts and commissions, in cash, subject to certain adjustments provided for in the forward sale agreement. The completion of the forward sale agreement and the exchange is expected to occur on or before 30 August 2024.
RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares.
BofA Securities will act as sole bookrunner for the offering.
The offering is being made pursuant to an effective registration statement (which includes a prospectus) filed with the U.S. Securities and Exchange Commission (SEC). A preliminary prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-001, Attention: Prospectus Department, or email (email protected).
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. Neither the preliminary prospectus supplement nor the accompanying prospectus relating to the offering constitutes a prospectus under Canadian securities laws and, accordingly, does not qualify the securities offered hereunder as Canada.
About Restaurant Brands International Inc.
Restaurant Brands International Inc. is one of the world’s largest quick service restaurant companies with over 40 billion US dollars in annual system-wide sales and over 30,000 restaurants in more than 120 countries and territories. RBI owns four of the world’s most recognized and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS®. These independently operated brands have served their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good program, RBI improves sustainable outcomes across its food, the planet, people and communities.
Forward-looking statements
This press release contains forward-looking statements, often identified by the words “may,” “potential,” “believes,” “thinks,” “anticipates,” “plans,” “expects,” “intends” or similar expressions, which reflect management’s expectations with respect to future events and operating performance and speak only as of the date of this press release. These forward-looking statements include statements regarding RBI’s expectations regarding the exchange of the Exchangeable Units for shares of the Company’s common stock. The factors that could cause actual results to differ materially from RBI’s expectations are set out in RBI’s filings with the Securities and Exchange Commission and on SEDAR at Canadasuch as annual and quarterly reports and current reports on Form 8-K. RBI undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.
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