TORONTO, Aug. 16,
2023 /CNW/ - Restaurant Brands International Inc.
("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) announced
today that Restaurant Brands International Limited Partnership
("RBI LP") had received an exchange notice from HL1 17 LP (the
"Selling Shareholder"), an affiliate of 3G Capital Partners Ltd.
("3G Capital"), to exchange 7,136,149 Class B exchangeable limited
partnership units of RBI LP (the "Exchangeable Units"). RBI LP
intends to satisfy this notice with the delivery of an equal number
of common shares of RBI (the "Exchange").
As previously disclosed, in connection with the merger of Burger
King and Tim Hortons to create RBI,
all Burger King stockholders had the option to convert their shares
into RBI common shares or Exchangeable Units, which receive the
same dividends and vote together with RBI common shares. Beginning
in December 2015, holders of
Exchangeable Units have had the right to exchange their units
one-for-one into an equal number of RBI common shares or cash (at
RBI's election). If RBI LP elects to issue RBI common shares in
exchange for the Exchangeable Units, the units are canceled and an
equal number of RBI common shares are issued. Consequently, the
aggregate number of Exchangeable Units and RBI common shares will
not change as a result of the transactions.
RBI also announced that the Selling Shareholder has commenced an
underwritten registered public offering of up to 7,136,149 common
shares. The Selling Shareholder expects to enter into a forward
sale agreement with BofA Securities (the "forward counterparty")
with respect to up to 7,136,149 common shares. In connection with
the forward sale agreement, the forward counterparty or its
affiliates are expected to borrow and sell through the underwriter
4,136,156 common shares in the offering, and in addition to sell
through the underwriter up to 2,999,993 common shares in the
offering to the extent a current investor that has indicated 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 common shares sold in the registered public offering. Upon
settlement of the forward sale agreement, the Selling Shareholder
will receive, in cash, the public offering price of the aggregate
number of RBI common shares sold in the offering, less underwriting
discounts and commissions, subject to certain adjustments as
provided in the forward sale agreement. The settlement of the
forward sale agreement and the Exchange is expected to occur on or
before September 5, 2023.
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 serve as sole book-running manager in the
offering.
The offering is being made pursuant to an effective shelf
registration statement (containing a prospectus) filed with the
U.S. Securities & Exchange Commission (the "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 by contacting BofA Securities, NC1-022-02-25, 201
North Tryon Street, Charlotte NC
28255-001, Attention: Prospectus Department, or by e-mail at
dg.prospectus_requests@bofa.com.
This press release shall 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
therefore does not qualify the securities offered thereunder in
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 in annual system-wide sales and over
30,000 restaurants in more than 100 countries. RBI owns four of the
world's most prominent and iconic quick service restaurant brands -
TIM HORTONS®, BURGER
KING®, POPEYES®, and FIREHOUSE
SUBS®. These independently operated brands have been
serving their respective guests, franchisees and communities for
decades. Through its Restaurant Brands for
Good framework, RBI is improving sustainable outcomes
related to its food, the planet, and people and communities.
Forward-Looking
Statements
This press release includes forward-looking statements, which
are often identified by the words "may," "might," "believes,"
"thinks," "anticipates," "plans," "expects," "intends" or similar
expressions and reflect management's expectations regarding future
events and operating performance and speak only as of the date
hereof. These forward-looking statements include statements about
RBI's expectations regarding the exchange of the Exchangeable Units
for common shares of the Company. The factors that could cause
actual results to differ materially from RBI's expectations are
detailed in filings of RBI with the U.S. Securities and Exchange
Commission and on SEDAR in Canada,
such as its annual and quarterly reports and current reports on
Form 8-K. RBI undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date
hereof.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/restaurant-brands-international-inc-announces-receipt-of-exchange-notice-intent-to-use-common-shares-to-satisfy-exchange-and-commencement-of-secondary-offering-of-common-shares-301902920.html
SOURCE Restaurant Brands International Inc.