Restaurant Brands (QSR) Receives Exchange Notice from 3G; To Offer Common Stock

Restaurant Brands International Inc (NYSE: QSR) announced today that Restaurant Brands International Limited Partnership had received an exchange notice from HL1 17 LP, an affiliate of 3G Capital Partners Ltd., to exchange 20,000,000 Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy this notice with the delivery of 20,000,000 common shares.

RBI also announced that HL1 17 LP has commenced an underwritten registered public offering of 20,000,000 common shares. HL1 17 LP expects to enter into a forward sale agreement with Morgan Stanley (the "forward counterparty") with respect to 20,000,000 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell to the underwriter an aggregate of 20,000,000 common shares that will be delivered in this offering. HL1 17 LP is expected to physically settle the forward sale agreement by delivering to the forward counterparty the common shares received upon the Exchange. Upon settlement of the forward sale agreement, HL1 17 LP will receive, in cash, the public offering price of the 20,000,000 common shares, 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 29, 2019.

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 common shares will not change as a result of the transactions.

Morgan Stanley will serve as sole book-running manager in the offering.

You May Also Be Interested In

• Universe Pharmaceuticals (UPC) Files for 20M Share Offering by Selling Stockholders
• ADT Corp. (ADT) Appoints Jeffrey A. Likosar as Permanent CFO
• IBM (IBM) to Acquire HashiCorp (HCP) for $35/sh Cash or $6.4B