NEW YORK,
Aug. 13,
2024 /CNW/ - Pursuant to the terms of the Amended and
Restated Limited Partnership Agreement of Restaurant Brands
International Limited Partnership ("RBI LP"), 3G Restaurant Brands
Holdings LP ("3G RBH"), delivered to RBI LP an exchange notice to
exchange in aggregate 6,528,013 exchangeable units of RBI LP
("Exchangeable Units"). The exchange notice became irrevocable on
August 12, 2024. As announced by RBI
on August 12, 2024, Restaurant Brands
International Inc. ("RBI"), in its capacity as general partner of
RBI LP, elected to have RBI LP satisfy the exchange notice by
issuing 6,528,013 common shares of RBI ("Common Shares") in
exchange for the 6,528,013 Exchangeable Units. The exchange will be
effected on or before August 30,
2024.
On August 12, 2024,
HL1 17 LP (the "selling shareholder"), an affiliate of 3G RBH,
entered into a forward sale contract (the "Forward Contract") with
an unaffiliated third-party buyer, BofA Securities, Inc. (the
"forward counterparty") with respect to up to 6,528,013 Common
Shares. In connection with the forward sale agreement, the forward
counterparty or its affiliates are expected to borrow and sell
through the underwriter 3,528,013 common shares in the offering,
and in addition to sell through the underwriter up to 3,000,000
common shares (the "Investor Shares") in the offering to the extent
a current investor that has indicated an interest in purchasing
such shares completes such purchase (the "Offering"). The selling
shareholder expects to deliver to the forward counterparty,
upon settlement of the Forward Contract, the Common Shares received
from RBI upon settlement of the exchange, less the number of
Investor Shares, if any, that are not purchased by the applicable
investor on or prior to settlement of the exchange. In exchange,
the selling shareholder will receive a cash payment based on a
price per Common Share of US$68.31
multiplied by a factor of (1+ (an overnight bank funding rate minus
a negotiated spread)) on each day that the Forward Contract is
outstanding. The settlement of the Forward Contract is expected to
occur on August 30, 2024 or such
earlier date as elected by the selling shareholder in accordance
with the terms of the Forward Contract.
After the exchange and settlement of the Forward
Contract, 3G RBH will continue to own 116,784,472 Exchangeable
Units representing approximately 91.92% of the outstanding
Exchangeable Units. The Exchangeable Units are exchangeable into
Common Shares on a one-for-one basis for no additional
consideration, subject to the right of RBI, as general partner of
RBI LP, to elect in its sole and absolute discretion to cause RBI
LP to repurchase the Exchangeable Units for a prescribed cash
amount. After the exchange and settlement of the Forward Contract,
if 3G RBH were to exchange all of its Exchangeable Units for Common
Shares, 3G RBH would own 116,784,472 Common Shares, which would
represent approximately 26.52% of the outstanding Common Shares or
25.92% of the outstanding Common Shares assuming the exchange of
all Exchangeable Units (or 27.20% and 26.58%, respectively, if none
of the Investor Shares are purchased in the Offering).
From time to time, 3G Restaurant Brands Holdings
General Partner Ltd. ("3G RBH GP"), the general partner of 3G RBH
and the selling shareholder, 3G RBH or their respective affiliates
may exchange Exchangeable Units into Common Shares and/or acquire
or dispose of securities of RBI or RBI LP depending upon a number
of factors, including but not limited to general market and
economic conditions and other available investment
opportunities.
Additional details can be found in the early
warning report to be filed by 3G RBH GP pursuant to Canadian
securities laws under the SEDAR+ profiles of RBI and RBI LP at
www.sedarplus.com. RBI and RBI LP's head office is located at: 130
King Street West, Suite 300, P.O. Box 339, Toronto, Ontario, M5X 1E1.
For further information: An address for 3G RBH GP, 3G RBH and
the selling shareholder is: c/o 3G Capital, Inc., 600 Third Avenue,
37th Floor, New York, New York
10016.
SOURCE 3G Restaurant Brands Holdings LP