Restaurant Brands International Announces Secondary Share Offering

By Hao Liu • Sunday, November 16 06:01 • Permanent Link

Restaurant Brands International Inc. (RBI) has announced the receipt of an exchange notice and the commencement of a secondary offering of common shares. The exchange notice from HL1 17 LP, an affiliate of 3G Capital Partners Ltd., involves the exchange of 17,626,570 class B exchangeable limited partnership units of RBI LP for an equal number of common shares of RBI.

Notably, in connection with the merger of Burger King and Tim Hortons to create RBI, all Burger King stockholders had the option to convert their shares into RBI common shares or exchangeable units. Additionally, holders of exchangeable units have had the right to exchange their units one-for-one into an equal number of RBI common shares or cash since December 2015.

The selling shareholder has initiated an underwritten registered public offering of up to 17,626,570 common shares. This offering involves a forward sale agreement with BofA Securities, where the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 9,785,784 common shares in the offering, with the potential to sell up to 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. RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares. BofA Securities will serve as the sole book-running manager in the offering.

RBI, as one of the world's largest quick service restaurant companies, owns four prominent brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs. The company boasts over $45 billion in annual system-wide sales and operates in more than 120 countries and territories.

These developments mark significant movements in the ownership and distribution of common shares within RBI, reflecting potential changes in the company's shareholder structure and capital market activities. Following these announcements, the company's shares moved -2.46%, and are now trading at a price of $68.68. For more information, read the company's full 8-K submission here.

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