TORONTO, Sept. 12, 2024 /CNW/ - Restaurant Brands
International Inc. ("RBI") (TSX: QSR) (NYSE: QSR) announced today
that it has filed, and the Toronto Stock Exchange (the "TSX") has
accepted, notice of RBI's intention to renew its normal course
issuer bid (the "NCIB") for its common shares. The NCIB is
being conducted in furtherance of RBI's board-approved share
repurchase authorization that allows RBI to purchase up to
U.S.$500 million of its common shares
through September 30, 2025 (the
"Repurchase Authorization"). While share repurchases remain
part of our capital allocation philosophy, we are currently
prioritizing our 2024 net leverage target.
Pursuant to the NCIB, RBI may, during the 12-month period
commencing September 16, 2024 and
ending on September 15, 2025,
purchase up to 31,981,466 common shares, representing 10% of its
public float of 319,814,666 common shares as of September 6, 2024 (a total of 323,673,600 common
shares were issued and outstanding as of such date).
Purchases under the NCIB will be made through the facilities of the
TSX, the New York Stock Exchange (the "NYSE") and/or alternative
trading systems in Canada and the
U.S., if eligible, or by such other means as may be permitted by
applicable securities laws, including private agreements. Any
purchases made by private agreement under an issuer bid exemption
order issued by a securities regulatory authority in Canada will generally be at a discount to the
prevailing market price as provided in any such exemption
order. In addition, RBI may also enter into derivative-based
programs in support of its repurchase activities, including the
writing of put options and forward purchase agreements, accelerated
share repurchase transactions, other equity contracts or use other
methods of acquiring shares, in each case, as may be permitted by
applicable securities laws or subject to regulatory approval.
Purchases under the NCIB made on the TSX will be made in
compliance with the rules of the TSX at a price equal to the market
price at the time of purchase or such other price as may be
permitted by the TSX. In accordance with TSX rules, any daily
repurchases (other than pursuant to a block purchase exception) on
the TSX under the NCIB are limited to a maximum of 202,342 common
shares, which represents 25% of the average daily trading volume on
the TSX of 809,371 for the six months ended August 31, 2024. Purchases under the NCIB
made on the NYSE will be made in compliance with Securities and
Exchange Commission Rule 10b-18 and
U.S. federal securities laws.
Under its last NCIB which commenced on September 15, 2023 and expires on September 14, 2024 (the "2023 NCIB"), RBI
previously sought and received approval from the TSX to repurchase
up to 30,895,637 common shares. RBI repurchased 7,639,137
common shares for cancellation under the 2023 NCIB at a weighted
average price of approximately U.S.$65.4587 per common share. All repurchases under
the 2023 NCIB were conducted through the facilities of the NYSE,
the TSX or an alternative stock exchange in the United States or Canada.
RBI believes that the market price of common shares could be
such that their purchase may be an attractive and appropriate use
of corporate funds. Decisions regarding the amount and timing
of future purchases of common shares will be based on market
conditions, share price and other factors. RBI may elect to
modify, suspend or discontinue the Repurchase Authorization, and
its NCIB, at any time. Repurchases under the Repurchase
Authorization will be funded using RBI's cash resources and all
shares repurchased will be cancelled. RBI has also entered into an
automatic purchase plan with a broker which will enable RBI to
provide standard instructions in the future and then purchase
common shares on the open market during self-imposed blackout
periods. Outside of these blackout periods, common shares may be
purchased in accordance with management's discretion.
About Restaurant Brands International
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 120 countries and territories. 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 and
information, 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 and beliefs regarding
its normal course issuer bid purchases. The factors that
could cause actual results to differ materially from RBI's
expectations are detailed in filings 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, and include the following:
(1) RBI's substantial indebtedness, which could adversely affect
RBI's financial condition and prevent it from fulfilling its
obligations; (2) global economic or other business conditions that
may affect the desire or ability of RBI's customers to purchase
RBI's products, such as inflationary pressure, high unemployment
levels, declines in median income growth, consumer confidence and
consumer discretionary spending and changes in consumer perceptions
of dietary health and food safety; (3) RBI's relationship with, and
the success of, RBI's franchisees and risks related to RBI's nearly
fully franchised business model; (4) RBI's franchisees' financial
stability and their ability to access and maintain the liquidity
necessary to operate their businesses; (5) RBI's supply chain
operations; (6) RBI's ownership and leasing of real estate; (7) the
effectiveness of RBI's marketing, advertising and digital programs
and franchisee support of these programs; (8) significant and rapid
fluctuations in interest rates and in the currency exchange markets
and the effectiveness of RBI's hedging activity; (9) RBI's ability
to successfully implement RBI's domestic and international growth
strategy for each of RBI's brands and risks related to RBI's
international operations; (10) RBI's reliance on franchisees,
including subfranchisees to accelerate restaurant growth; (11)
unforeseen events such as pandemics; (12) the ability of the
counterparties to RBI's credit facilities' and derivatives' to
fulfill their commitments and/or obligations; (13) changes in
applicable tax laws or interpretations thereof, and RBI's ability
to accurately interpret and predict the impact of such changes or
interpretations on RBI's financial condition and results; (14)
evolving legislation and regulations in the area of franchise and
labor and employment law; (15) RBI's ability to address
environmental and social sustainability issues; (16) risks related
to the conflict between Russia and
Ukraine, and the conflict in the
Middle East; and (17) softening in
the consumer environment. Other than as required under U.S.
federal securities laws or Canadian securities laws, RBI undertakes
no obligation to update forward-looking statements to reflect
events or circumstances after the date hereof.
SOURCE Restaurant Brands International Inc.
