#USA #Miami #common shares #Restaurant Brands #RBI

Restaurant Brands International Inc. Launches Secondary Offering of Common Shares

Restaurant Brands International Inc. (RBI), one of the world’s leading quick-service restaurant groups, has officially announced the pricing of a significant secondary offering of common shares. This offering has been made underwritten and is anticipated to aid in satisfying an exchange notice received from HL1 17 LP, an affiliate of 3G Capital Partners Ltd. The offering involves the availability of up to 17,626,570 common shares that will cater to the exchange of Class B exchangeable limited partnership units of RBI LP.

The forward sale agreement plays a pivotal role in this transaction, with BofA Securities acting as the sole book-running manager. This agreement outlines plans for the Selling Shareholder to borrow and sell a portion of these common shares, effectively streamlining the process to meet the exchange notice. Specifically, BofA Securities expects to facilitate the sale of 9,785,784 common shares and potentially up to 7,840,786 additional shares for interested investors.

Process and Timeline

The timeline for the settlement of these transactions is set to occur on or before December 3, 2025, with a proposed closing date for the offering on November 17, 2025. It’s essential to note that RBI itself will not be participating in the sale of these common shares, nor will it be receiving any proceeds from the transaction. The number of Exchangeable Units and RBI common shares will remain unaffected by these dealings.

In addition to sharing critical information regarding the offering, the announcement indicates that there will be no legal solicitation for sale or purchase of any securities in states where such actions would not adhere to existing laws, underscoring RBI's commitment to regulatory compliance. All processes related to this offering are being conducted in conjunction with an effective shelf registration statement, and the final prospectus supplement is anticipated to be filed with the U.S. Securities and Exchange Commission.

About Restaurant Brands International Inc.

RBI is a powerhouse in the global quick-service restaurant industry, boasting over $45 billion in annual system-wide sales and more than 32,000 locations across 120 countries. The company's portfolio includes iconic brands such as TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. RBI is dedicated not only to growing its business but also to promoting sustainable practices through its Restaurant Brands for Good framework, which targets sustainable food solutions, environmental responsibility, and community engagement.

The significance of this strategic move cannot be overstated, as it reflects RBI’s ongoing commitment to ensuring robust financial operations while also facilitating the interests of its stakeholders. Investors and market watchers alike will be keeping a close eye on the progress of this offering and its implications for RBI's future growth strategies. With this proactive approach, Restaurant Brands International Inc. continues to navigate the complexities of the fast-food industry while upholding its commitment to both its customers and communities served.

This forward-looking stance, coupled with regulatory diligence and strategic partnerships, positions RBI favorably for sustained expansion and innovation in the competitive quick-service restaurant sector. The market is eagerly anticipating updates regarding this development as RBI progresses forward toward fulfilling its commitments.