TORONTO, Aug. 12,
2024 /PRNewswire/ - Restaurant Brands International
Inc. ("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) announced
today that an underwritten registered public offering (the
"offering") of up to 6,528,013 common shares commenced by HL1 17 LP
("the Selling Shareholder"), an affiliate of 3G Capital Partners
Ltd. ("3G Capital"), had priced. These common shares relate to
the exchange notice received by Restaurant Brands International
Limited Partnership ("RBI LP") from the Selling Shareholder, 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").
In connection with the offering, the Selling Shareholder entered
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. The
aggregate number of Exchangeable Units and RBI common shares will
not change as a result of the transactions.
BofA Securities is acting as sole book-running manager in the
offering. BofA Securities may offer the common shares in the
offering from time to time in one or more transactions on the New
York Stock Exchange, in the over-the-counter market or through
negotiated transactions at market prices or at negotiated
prices.
The offering is expected to close on August 14, 2024, though a portion of the offering
may close at any time prior to settlement of the Exchange, in each
case subject to customary closing conditions.
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 final
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 final 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 final 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.
