Restaurant Brands International Inc. (RBI) has announced significant developments in its financial structure. The company received an exchange notice from HL1 17 LP to exchange 17,626,570 class B exchangeable limited partnership units of RBI LP. In response, RBI LP intends to use an equal number of common shares to satisfy the exchange, maintaining the aggregate number of exchangeable units and RBI common shares unchanged.
Additionally, the selling shareholder, an affiliate of 3G Capital Partners Ltd., has commenced an underwritten registered public offering of up to 17,626,570 common shares. This offering includes a forward sale agreement with BofA Securities, through which the selling shareholder or its affiliates are expected to borrow and sell 9,785,784 common shares, with the potential to sell an additional 7,840,786 common shares to certain current investors.
The settlement of the forward sale agreement and the exchange is expected to occur on or before December 3, 2025. It's important to note that RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares.
RBI's decision to use common shares to satisfy the exchange, along with the commencement of the secondary offering of common shares, reflects significant changes in the company's financial structure and shareholder equity. These developments will likely have a notable impact on the company's balance sheet and capital structure in the upcoming period. Following these announcements, the company's shares moved -2.46%, and are now trading at a price of $68.68. Check out the company's full 8-K submission here.
