TORONTO, Aug. 9, 2019 /PRNewswire/ - Restaurant Brands
International Inc. ("RBI" or the "Company") (TSX/NYSE: QSR)
announced today that an underwritten registered public offering
(the "offering") of 24,000,000 common shares commenced by HL1
17 LP, an affiliate of 3G Capital Partners Ltd. ("3G Capital"), an
increase of 4,000,000 common shares over the amount previously
announced, had priced. These common shares relate to the exchange
notices received by Restaurant Brands International Limited
Partnership ("RBI LP") from HL1 17 LP, to exchange an aggregate of
24,000,000 Class B exchangeable limited partnership units (the
"Exchangeable Units") of RBI LP. RBI LP intends to satisfy
this notice with the delivery of an equal number of common shares
(the "Exchange").
In connection with the offering, HL1 17 LP entered into a
forward sale agreement with Morgan Stanley (the "forward
counterparty") with respect to 24,000,000 common shares.
In connection with the forward sale agreement, the forward
counterparty or its affiliates are expected to borrow and sell to
the underwriter an aggregate of 24,000,000 common shares that
will be delivered in this offering. HL1 17 LP is expected to
physically settle the forward sale agreement by delivering to the
forward counterparty the common shares received upon the Exchange.
Upon settlement of the forward sale agreement, HL1 17 LP will
receive, in cash, the public offering price of the 24,000,000
common shares, less underwriting discounts and commissions, subject
to certain adjustments as provided in the forward sale
agreement. The settlement of the forward sale agreement and
the Exchange is expected to occur on or before August 29, 2019.
RBI 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 common shares will not
change as a result of the transactions.
Morgan Stanley is acting as sole book-running manager in the
offering. Morgan Stanley 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 August 13, 2019, subject to customary closing
conditions.
The offering is being made pursuant to an effective shelf
registration statement (containing a prospectus) filed with the
U.S. Securities & Exchange Commission (the "SEC"). A
final prospectus supplement relating to the offering will be filed
with the SEC and will be available on the SEC's website at
http://www.sec.gov. A copy of the final prospectus supplement
and the accompanying prospectus relating to the offering may be
obtained by contacting Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor
New York, NY 10014.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or other jurisdiction. Neither the final prospectus
supplement nor the accompanying prospectus relating to the offering
constitutes a prospectus under Canadian securities laws and
therefore does not qualify the securities offered thereunder in
Canada.
About Restaurant Brands International
Restaurant Brands International Inc. is one of the world's
largest quick service restaurant companies with more than
$32 billion in system-wide sales and
over 26,000 restaurants in more than 100 countries and U.S.
territories. RBI owns three of the world's most prominent and
iconic quick service restaurant brands – TIM HORTONS®, BURGER
KING®, and POPEYES®. These independently operated brands have been
serving their respective guests, franchisees and communities for
over 45 years.
Forward-Looking Statements
This press release includes forward-looking statements, which
are often identified by the words "may," "might," "believes,"
"thinks," "anticipates," "plans," "expects," "intends" or similar
expressions and reflect management's expectations regarding future
events and operating performance and speak only as of the date
hereof. These forward-looking statements include statements about
RBI's expectations regarding the exchange of the Exchangeable Units
for common shares of the Company. The factors that could cause
actual results to differ materially from RBI's expectations are
detailed in filings of RBI with the U.S. Securities and Exchange
Commission and on SEDAR in Canada,
such as its annual and quarterly reports and current reports on
Form 8-K, and include the following: risks related to RBI's
substantial indebtedness, which could adversely affect its
financial condition and prevent it from fulfilling its obligations.
RBI undertakes no obligation to update forward-looking statements
to reflect events or circumstances after the date hereof.
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SOURCE Restaurant Brands International Inc.