Restaurant Brands International Inc. Announces Pricing of Secondary Offering of Common Shares

Executive Summary

• Restaurant Brands International Inc. (RBI) announced the pricing of an underwritten secondary public offering of up to 17,626,570 common shares.
• The offering is being conducted by HL1 17 LP, an affiliate of 3G Capital, to satisfy an exchange notice for Class B exchangeable limited partnership units of RBI LP.
• RBI will not receive any proceeds from the sale; the transaction is strictly a secondary offering by the selling shareholder.

Key Details

• Offering Size: Up to 17,626,570 common shares.
• Selling Shareholder: HL1 17 LP, an affiliate of 3G Capital Partners Ltd.
• Underwriter: BofA Securities is acting as the sole book-running manager.
• Transaction Structure:
  • The shares relate to the exchange of 17,626,570 Class B exchangeable limited partnership units of RBI LP.
  • RBI LP intends to satisfy the exchange notice by delivering an equal number of RBI common shares.
  • The aggregate number of Exchangeable Units and RBI common shares will not change as a result of the transactions.
• Forward Sale Agreement:
  • The Selling Shareholder entered into a forward sale agreement with BofA Securities for up to 17,626,570 common shares.
  • BofA Securities or its affiliates are expected to borrow and sell 9,785,784 common shares in the offering.
  • Additionally, up to 7,840,786 common shares may be sold to current investors who have indicated interest.
  • The Selling Shareholder will physically settle the forward sale agreement by delivering the shares sold in the offering to the forward counterparty.
  • Upon settlement, the Selling Shareholder will receive the public offering price in cash, less underwriting discounts and commissions.
• Use of Proceeds: RBI will not receive any proceeds from the offering.
• Settlement and Closing:
  • Settlement of the forward sale agreement and the Exchange is expected on or before December 3, 2025.
  • The offering is expected to close on November 17, 2025, subject to customary closing conditions.
• Regulatory: The offering is made pursuant to an effective shelf registration statement filed with the SEC. A final prospectus supplement will be filed with the SEC.

Notable Quotes

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