TORONTO, Aug. 12,
2024 /PRNewswire/ - 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
6,528,013 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"). Consequently, the aggregate number of Exchangeable
Units and RBI common shares will not change as a result of the
transactions.
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 LP's election). When RBI LP elects to satisfy the Exchangeable
Units by delivering RBI common shares, the Exchangeable Units are
deemed repurchased by RBI LP for cancellation and an equal number
of RBI common shares are delivered on behalf of RBI LP in
consideration for such cancellation.
RBI also announced that the Selling Shareholder has commenced an
underwritten registered public offering of up to 6,528,013 common
shares. The Selling Shareholder expects to enter into a forward
sale agreement with BofA Securities (the "forward counterparty")
with respect to up to 6,528,013 common shares. In connection with
the forward sale agreement, the forward counterparty or its
affiliates are expected to borrow and sell through the underwriter
3,528,013 common shares in the offering, and in addition to sell
through the underwriter up to 3,000,000 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 August 30, 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 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 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, 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.
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SOURCE Restaurant Brands International Inc.