Restaurant Brands International Inc. (QSR,QSR.TO) announced that an underwritten registered public offering of up to 17.63 million common shares commenced by HL1 17 L, an affiliate of 3G Capital Partners Ltd., had priced.
The common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership ("RBI LP") from the Selling Shareholder, to exchange 17.63 million Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy this notice with the delivery of an equal number of common shares of RBI.
In connection with the offering, the Selling Shareholder entered into a forward sale agreement with BofA Securities with respect to up to 17,626,570 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 9.79 million common shares in the offering, and in addition to sell through the underwriter up to 7.84 million common shares in the offering to the extent certain current investors that have indicated an interest in purchasing such shares complete such purchase.The settlement of the forward sale agreement and the Exchange is expected to occur on or before December 3, 2025.
Restaurant Brands International said it 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 RBI common shares will not change as a result of the transactions.
BofA Securities is acting as sole book-running manager in the offering. BofA Securities may offer the common shares in the offering from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
The offering is expected to close on November 17, 2025.
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